Masks Lie and Nightmares Never Die
by TheFoolOfTheNoon
Summary: "At the end of this road of broken dreams, what do you see? Hope or Damnation?"This is my first story so enjoy as much as you can. Its rated T for now but it may go up. Takes place during the beginning of season 4. Review if you want this is my first story after all so some encouragement or advice would be helpful. Pairings will be in the story some will take longer then others.
1. Chapter 1

Chapter: 1

Author Notes:

This is the first time I'm doing this so please tell me what you like about my story and tell me what could be improved on.

Things to remember:

"Normal speech"

_"Thoughts"_

/ Scene change/

_" Flashback"_

I'm human so I post when available.

Finally, just enjoy the ride alright?

Now for the Disclaimer: I do not own My little pony: Friendship is magic the only thing I own is The Nightmare Brothers and their Leader since they are my OCs for this story.

/

Chapter 1: Setting the stage

Location: Unknown (possibly a Mansion)

Time: Unknown

A Mansion covered in darkness stands, in a place where none has ventured. Within the walls of the mansion in midst of the darkness voices can be heard.

"Are you sure you want to do this sire?" one voice said showing its concern

Another voice spoke in the darkness "Yes despite how much this bends the rules placed on my being I wish to through with this." The voice was calm yet gave the first voice a sense of uneasiness.

"You are aware I can't cover up your schemes forever." The first voice said again voicing its concern. The second voice was about to respond until the sound of thunder was heard along with a flash of lightning causing both voices to cease momentarily. The silence was then broken by the second voice who continued the conversation as if nothing happened.

"I'm well aware of that but it must be done. Besides I done my fair share of research on the chosen subjects and their world. As a result I thought this plan through and through so there is no way that 'they' would find out." The first voice still felt concern for the second voice and pointed out one last concern.

"What about your sanity? I been told that your mental condition is failing and you are slowly losing control of your powers." The second voice let out a sigh before responding "My brothers must have told you huh? Well I will not lie the scars in my mind are opening again, threatening to become grotesques wounds and we both know what would happen once I go insane." The first voice remained silent causing the other voice to continue "Which is the reason why I must do this I not far from stepping down as your lord and checking into an asylum, this is my last request before the darkness within me finally rips me apart."

The owner of the first voice finally relented having nothing else to say "Alright as long as you are aware of the risks then there is no reason to stop you, but please make sure to keep your brothers in check I'm still trying to clean up the last mess they made." The second voice made a snicker before responding "I'll make sure to keep them on a leash so they don't cause too much damage alright?" The first voice made a sigh as it started raining around the estate with the flashes of lighting and the sound of thunder close by. "That's what you said last time." with this said the first voice left.

The second voice left alone started to ponder with his thoughts "Heh heh heh I supposed I did say that last time but with that aside I wonder how my chosen subjects will react once I present them with a word of warning. Last time I check they have experience dealing with beings such as I….. This should be interesting." Lighting then flashes to show a figure getting up from a chair and walking away.

/

Location: Ponyville (Twilight Residence)

Time: 5:12 p.m Thursday

Twilight was exhausted when she reached the door of her home. As she open the door she recalled the events that happened not too long ago that led to her current exhaustion. _"Come on Twilight give yourself more lift! You're going to get well acquainted with the ground if you don't put more force in those flaps." _Rainbow Dash yelled to a struggling Twilight Sparkle. Twilight needed help learning how to fly ever since she became an Alicorn and sought the help from her friend Rainbow Dash. Unfortunately she never knew what Rainbow had in store for her.

_"I'm trying! It look easy in the books why is I'm having trouble now?"_ Twilight said as beads of sweat cascade down her face. _"Well you just earned your wings Twilight. Besides I don't think that book covers ponies that never had wings before."_ said Rainbow Dash as she flew a bit closer to the ground. Twilight sighed because she knew her body was not yet used to having wings. On top of that the wind seemed bent on throwing her off balance _"Can we take a…break? I'm already…p..putting too much strain on my wings already."_ Twilight said rather tiredly. Rainbow Dash closed her eyes and shook her head _"Not a chance Twilight. We just started… but I'll cut you a break for now, so rest for a while and drink some water but once break time is over we are going to work on your wing strength alright?"_ Twilight silently utter a thank you and landed on her hoofs so she can find a place to rest. But she dreaded what Rainbow Dash has in store for her.

Twi..light…

Twilight….

TWILIGHT!

"Huhh?!"

Twilight was snapped out of her flashback by a voice. The owner of said voice is none other than her number one assistant Spike. "So uh… are you going to come inside or not?" Spike asked confused when he found Twilight at the door zoned out. "Oh! Yes sorry Spike I was just remembering what happened with Rainbow Dash during flight training" Twilight explained slightly embarrassed that she was just standing there the whole time. "Ah she must have gave you quite a workout if it cause you to zone out in front of your own home" Spike said while quietly laughing to himself.

"So Spike, did you do everything on the list I gave you while I was gone?" Twilight asked changing the subject.

"Yeah I did"

Twilight gave him a disbelieving look "Did you double check?"

Spike felt slightly annoyed by Twilight's 'check' system but answered anyway "Yes I did Twilight"

Twilight deciding to push it a little further asked Spike one more time "…Did you triple check?" Spike now feeling annoyed gave a look to Twilight before responding "Really Twilight?" Twilight smiled before she started laughing. This took the baby dragon off guard before he realized she was joking "Hey! No fair I actually thought you were serious about that!" Spike said upsettingly. "Sorry, just wanted to mess with you a bit" said Twilight who just recovered from her laughing fit. "You can go ahead and relax now Spike I won't be doing much for the rest of the day" Spike let out a yawn signifying that he needed some rest "And not a moment too soon, if you need me I'll be in bed" Spike then went upstairs leaving Twilight to herself.

"Alright I have the rest of the afternoon to myself which means I have plenty of time to do some reading" Twilight said to herself as she started to look through the shelves of the library. A few minutes has passed before Twilight noticed a book that looked off from the rest. Using her magic she took the book off the shelf and examined the cover. It was simple in appearance mimicking the looks of the books in Twilight's library. On the front cover it said Journal "Huh? What's a journal doing here?" Upon closer examination she found the owner's name on the back of the journal "Sir Desmond Dreamwalker? I don't know anypony by that name." She opened the journal up and turned to the first page finding a couple of entries.

_Journal entry one_

_Date: 4/7/2000_

_This is the first time I ever thought of writing down my thoughts on paper. But my mother got it for me so I might as well use it. However today was uneventful so there is not much to write about unfortunately so I'll just end this entry here._

_Journal entry two_

_Date: 4/28/2000_

_Today was my Mother's 10th birthday and the first party I ever been to. My Mother told me this count's as my birthday as well which officially makes this my 1st birthday. I got to taste a sweet substance called cake it was delicious until she pushed my face into it. That's when I learned how to have fun at parties and laugh at myself. When it was time to open presents I was interested at the objects laid out before me. I didn't know what they were until my Mother told me they were toys and board games. She said that with these objects we'll get to play with each other more especially with the board games. I never felt happier before and it's the main reason why I decided to write it down._

Twilight paused to think about what she just read. So far it didn't make any sense; first off his mother just became 10 years old while he became one year old. Secondly he acted much older than his mother yet knew very little about the world. Twilight ponder about this as she continued reading the journal into the night causing her to develop new questions as she read each entry she didn't stop until a certain owl alerted her.

"Hoo!"

"Huh? Oh it's you Owlicous what do you need?" Twilight asked her assistant of the night.

Owlicous flew near a nearby window and continued to Hoo telling her she should go to sleep. "Oh its night I should really go to bed. I'll need all my energy if I'm going to get through another day with Rainbow Dash. Thanks for reminding me Owlicous." The owl in question roosted nearby and bowed its head in response. Before leaving for her bedroom Twilight placed a bookmark in the journal and placed it back in the shelf where she found it "Make sure everything is in order before I wake up alright Owlicous?" The owl made a Hoo showing it knew what do. Twilight smiled at the owl knowing there was nothing to worry about then left for her bedroom. It wasn't long until the house was covered in the darkness of night and the soft glow of the moon.

/

Location: Outside Twilight's home

Time: 9:05 p.m. Thursday

Once the house went dark it didn't take long for three mysterious figures of different sizes to appear outside of Twilight's home.

"She's asleep now; I believe it's time to send the word around" Said the tall one in an unnervingly calm tone.

"Oooo.. I agree. This will be so much fun!" Said the average size one in an excited tone

"Quiet! You imbecile do you want our presence to be known?" Said the tall one angrily

"Heh heh sorry, what about you El Gassy Murete are you excited?" said the average one to the small figure in a teasing tone. The small figure did not reply but instead glared at him with piercing yellow eyes "Pfft.. I see you have game-face on, So Paranoia how are we going to do this?" The figure asked to the tall one now known as Paranoia

"It's simple dear brother there's six of them and three of us. If you actually use your head even you could figure it out" said Paranoia in a slight mocking tone. The average figure took a few seconds before coming with an answer "Ah! I get yah, each of us send the message to two of them. That's how we going to do it eh heheh?

Paranoia was impressed by his brother's deduction since there were times that he didn't use his brain "Exactly and for getting it right you get to choose your targets first." The average figure was elated to the point of bouncing up and down "Goody! I'll choose… the shy one and the colorful one." And with this said he disappeared into the night.

"Good riddance don't you agree Fear?" Paranoia asked the small figure now known as Fear. "….Panic…..annoying" Fear responded without a hint of feeling. Paranoia lightly chuckled knowing Fear's initial dislike of their brother Panic but quickly changed the topic back to normal. "Now back to our current situation, since Panic took two of the six targets that leaves the rest to us. I want you to go after the ones called Applejack and Pinkie Pie while I'll go after Twilight Sparkle and Rarity agreed?" Fear made no response but instead a silhouette of wings appeared behind him and with a sinister laugh he took to the skies disappearing in the darkness.

Paranoia now left alone melted into the shadows and reappeared in Twilight's bedroom a few inches from the side of her bed. "The first alicorn I seen outside the dream realm and I'm about to do something terrible just to send a message from our lord. Heh heh is it wrong to enjoy this?" Paranoia whispered lightly to himself.

"Hoo Hoo"

"Huh?" Paranoia looked behind him to find Owlicous attempting to wake Twilight up with its natural call. "Oh I almost forgot about you, you dumb bird. Trying to wake up your master are you?" Owlicous continued to make its call. Making it louder but Paranoia remained calm knowing that the owl wouldn't succeed. "I'm sorry but I can't let you do that my Lord would be most displeased." As he finished his sentence Owlicous was quickly snatched by a unseen force and brought face to face with Paranoia. "So would you kindly go to sleep?"

Those were the last words Owlicous heard before feeling extremely tired and falling into the ground. The last thing the owl saw before falling into a deep sleep was Paranoia's most defining feature a Black Bird Mask.


	2. Chapter 2

Chapter 2: A Message from Terror

Author notes:

Here's the next chapter…. Well that's it. There isn't much more I can say well except. Remember the things from the first chapter and enjoy the story.

Disclaimer: Like I said before I don't own My Little Pony; Friendship is Magic just my four Oc's Panic, Paranoia, Fear and their Lord who shall not be named for the story sake.

/

Location: Dreamscape (Twilight's Dream)

Time:?

Books as far as the eye could see line Twilight's sight as she walk down the halls of the imaginary Library. She was first excited from the sight of all these books but grew slightly disappointed when she remembered they are not real but instead illusionary objects created by her mind showing one of her many desires. "If only a library like this existed in real life then I would spend most of my free time reading books I never even seen before." Twilight thought to herself as she continued down the hall but stopped when she saw a shadow on the floor. She looked up to find a strange bird face being floating above her taking one of the book's in the library and reading it.

Questions filled her mind wondering why this being appeared in her dream but the only logical conclusion she came up with is that the being could be the caretaker of her dream library. "I wonder if I can communicate with it?" she questioned not knowing if it was wise to disturb the mysterious being. "Uh excuse me? Do you take care of the books here?" The being paused for a moment before placing the book it was reading back in the shelf. The being then descended to the floor with its back facing her. The being then spoke to her in a well-mannered tone "No I'm not" then it took another book from the shelf in front of it and started to read. Twilight was confused if it wasn't a caretaker then why is it here? It didn't make sense one bit to her since this is a dream she could have made up a caretaker for this library but this being is not a caretaker which led to one possible answer. This being invaded her dream and is walking around in her thoughts.

"I'm guessing by the look on your face. You've realized I'm not part of your dream" the being said breaking Twilight out of her thoughts. The being was now looking at her giving her a full view on the being's appearance, it was humanoid in shape wearing what appears to be a black duster coat that is button up showing only the beings legs. The coat is also decorated with odd patterns that seem to give off an aura of uneasiness to Twilight as she looked at it. The being's head was covered by its most defining feature, a black bird mask and a red fedora. Twilight judged it is a human male but at the same time it wasn't human and the way it dresses shows that it's well bent on keeping its identity hidden. "And now you are observing me. What is it about me you find interesting? Haven't you seen what a human being is like personally and more or less become one yourself?" The being asked rather offhandingly. The question surprised Twilight since she didn't tell anyone about her parallel world encounter so how could he have known she became human once?

"Just who are you?" questioned Twilight who now begun shaking as started to feel cold. The being gave off a small laugh before putting away the book in his hand "Well isn't that the question of day." He replied mockingly causing Twilight to grow a bit annoyed but before she could say anything the being continued talking "But if you really want to know I'm a messenger sent to give you a ….. Word of warning so to speak" Twilight grew confused "A warning? But from who?" The being said nothing but instead reach inside the pocket his duster and pulled out a scroll and gave it to her. Twilight opened the scroll and read its contents;

_**Dear Mane Six,**_

_**I've been watching you for a while now. All your lessons, triumphs, and somewhat amusing breakdowns I seen them all and because of your exploits I have issued a challenge for all of you. This is how it will go; starting tomorrow somepony you know will be marked and you got till nightfall to figure out who it is because I will be sending one of my messengers to foalnap the marked target. This will also happen for the two days following. Your challenge is to prevent the attempted foalnapping of at least one of the three targets. Succeed and any pony foalnapped will be returned unharmed and you will be rewarded for your troubles. Fail however then those who are foalnapped are mine to keep but if such circumstances happen find my humble home and talk to me in person I'm sure we can work something out. Finally you are able to use any means necessary to complete the challenge. With this said I wish you good luck on this endeavor but no doubt you disappoint especially you Twilight Sparkle.**_

_**Sincerely, **_

_**Lord Nightmare**_

Twilight paled as she finished reading the letter remembering how much trouble Princess Luna's darkness simply known as Nightmare caused. It even possessed her friend Rarity just to make sure the elements of harmony could be used against it. But it isn't the same Nightmare the way the letter was written shown that this Nightmare considers this a game then an actual threat. "Excuse me for interrupting your thoughts but I think you should start running now princess" Twilight was again for the third time broken out of her thoughts by the messenger. She faced the messenger to ask why but quickly regretted it. The messenger was giving off a murderous vibe as the shadows around him grew "I'll give you the count of ten before I start chasing you" The messenger said in a tone far more sinister then the tone he gave before.

To say Twilight was scared is an understatement she was terrified. Her mind told her only one thing and one thing only, to get away from him as quickly as possible. "One…." Needing no other warning Twilight quickly ran off in the direction she came "…Ten." The messenger let out a sinister laugh as the shadows around him headed where Twilight ran.

Twilight ran for what seemed like forever in the endless library her mind was beyond terrified she felt as if everything was watching her. "Okay Twilight you got to pull yourself together. Remember this is a dream and in a dream you can do anything you just need to calm down" Twilight stopped running and sat down taking deep breaths to calm her nerves knowing that the shadows weren't far behind. As she looked down the path she ran from, the shadows were closing in on her giving her only little time to think of a counter-measure. Thankfully she thought of one but it would take some time for her to use it. Just as her Horn started glowing the shadows surrounded her giving her nowhere to run but she didn't plan on running.

"This is interesting why are you just sitting there?" Question the messenger who just walked out of the shadows. Twilight didn't respond causing the messenger to question her further "Nice light show with your horn there but I don't think it's going to help you much in this situation princess" Twilight smirked which surprised the messenger because this is not the reaction he had foreseen but quickly assumed what she's was doing "Are you going for a light spell? Unfortunately that won't work in this situation, my shadows have the ability to absorb light so you're out of options my dear" He said confidently.

"Sorry to tell you this but I wasn't preparing a spell" The messenger was confused since the only other way she could have got out of this situation is by imaging something in her dream and he was well prepared for that. He even placed a strong magic seal on her to prevent her from waking up she can't be that strong could she? "Inconceivable…." Is all the messenger could say before Twilight faded from dream signifying she had woken up.

/

Location: Twilight's Home (Bedroom)

Time: 5:45 a.m Friday

Twilight woke up a bit shaken from her experience with the messenger "That was close it was a good thing he underestimated me or else that would have ended differently. But the message still worries me I have to tell my friends and Princess Celestia and Luna what happened." As she got out of bed she heard the sounds of her friends pounding and screaming at her front door.

/

And that ends chapter 2 I hope you enjoyed it because I know I did but then again I wrote it. So go ahead and tell me what you think so far. This is TheFoolOfTheNoon signing off for now…


	3. Chapter 3

Chapter 3: The Game Plan

Author's notes

Hey it's TheFoolOfTheNoon here with some things to say,

First off I have college so if I don't update sooner than usual on chapters now you know why.

Second off remember to look back at the first chapter for reminders okay?

And finally the disclaimer: I do not own My little Pony; Friendship is magic I only own the Nightmare Brothers Panic, Fear and Paranoia. Their leader Lord "Nightmare" is also an Oc (By the way Nightmare is not his real name).

With that out of the way let's continue the story.

/

Location: Twilight's Home (Library)

Time: 5:46 a.m Friday

Twilight quickly dashed her way down the stairs to open the door but quickly regretted doing so; her friends were in such a rush to get inside Twilight's home they unintentionally ran her over as they went in. "Twilight! Where are you? We have big trouble on our hooves here!" Rainbow Dash said in panic "Yeah big trouble! somebody wrecked the Sugar Cube Corner!" added Pinkie Pie who is also in a panic. "Hey! The same darn thing happen to apple farm. Did they leave a message as well?" asked Applejack "Yeah they did. It was carved into the wall" Pinkie Pie responded suddenly taking a calm tone. Before they could continue the conversation a sleepy voice interrupted them "Hey what's going on guys?" asked Spike as he walk down the stairs recently awakened by the ruckus. "Oh Spike have you seen Twilight? We need to talk to her it's of upmost importance." Rarity asked rather calmly hiding that she was actually quite shaken.

Spike looked at the doorway "Uhh… have you checked the new doormat you just stepped on?" he said somewhat confused. The others looked to the door noticing a slightly bruised lump which happens to be their friend Twilight. "Oww…" Twilight said pained as she got up from the floor. Her friends were quick to apologize;

"Eh… sorry bout that Twi"

"Yeah my bad"

"sorry…"

"Sorry darling easy mistake"

"Ooo… sorry Twilight I would get you an Apology Cupcake but the pony who wrecked The Sugar Cube Corner also ate all the Cupcakes!"

"It's alright, wait…. Somepony wrecked the Sugar Cube Corner!?" Twilight said in surprise. "Not just that somepony also wrecked Applejacks farm!" Pinkie added. Twilight shook off her surprise and began to wonder if the messenger who attacked her in her dream had something to do with this. "Hey! What about me? I got attacked by some masked weirdo when I was reading Daring Do." Said a neglected Rainbow Dash "same… h.h.e..re…" added Fluttershy visibly shaken by her encounter. "Masked weirdo? Was it a black bird mask?" questioned Twilight. Rainbow Dash took second to think "Uh…no actually it didn't look like anything, it only covered half the guy's face."

While they were talking Rarity visibly shook when Twilight mentioned the bird mask and Spike was quick to notice this "What wrong Rarity? You shook when Twilight mentioned a bird mask." Rarity bit her hoof before answering

"Unfortunately I did indeed have an encounter with a stranger who wore a black bird mask. He invaded my dream and after a brief conversation he handed me a scroll with a message on it." Rarity was close to breaking out in tears but continued anyway "Once I read it he attacked me with shadows, I ran away as far as I could but no matter how far I ran he was always behind me. Eventually I ran into a dead end and he had me cornered. The shadows then started to cover me until only my head was left. He then got down on one knee so we were looking eye to eye and said that it was enough fun for one night. He then snapped his fingers and before I knew it I woke up."

Spike feeling pained that the mare of his dreams is suffering walked up to her and gave her a comforting hug around her neck "Just let all out Rarity you're not alone here" Spike said with comfort. Rarity was no longer able to hold back the tears and started to cry "It was absolutely terrifying! It felt like history was going to repeat itself again!" she cried. This outburst caught the attention of her friends who immediately went over to her to see what's wrong. "Rarity what's wrong? You just suddenly started crying" asked a concerned Twilight.

Rarity tears kept cascading across her face already colored in her makeup, showing no signs of stopping but despite that she managed to reply "Twilight…remember when you asked Rainbow Dash if the stranger she saw was wearing a black bird mask? I… saw a stranger in my dream who wore such a mask but these other incidents you were talking about… is it possible that they are related somehow?" Twilight eyes widen when Rarity said she had a encounter with the same bird mask stranger as her but judging the way acting right now she wasn't so lucky. Twilight also processed what she heard so far from her friends _"Rarity just helped confirm my suspicions they are definitely related. They were sent to deliver a message but in their own way. But one question still bothers me, why us?" _

"Hey Twi you still with us?" asked an increasingly impatient Rainbow Dash "Huh? Oh sorry girls I was just thinking about all your encounters including my own and by the sound of it we can't shake it off like it was nothing." Rainbow Dash furrowed her brow annoyed, "Of course not. Whoever these guys are, have no business messing with my friends" "Course you feel that way Dash but we need to focus on figuring out who's the marked pony. But how in tarnation are we going to find him or her. I mean it's like finding a needle in a haystack" added Applejack. Twilight smiled remembering what the message said "Well the message they gave us did say we can use any means necessary to complete the challenge which means…" Her friends then started to smile even Rarity who just recently stop crying knew what she was implying.

"Spike, ready a letter to Princess Celestia and Luna" said Twilight with confidences in her voice. Spike nodded and released his arms from Rarity to go get a scroll a quill. Twilight then faced her friends "Girls, go back to your homes search for any clues you think might be useful while I arrange a meeting with the Princesses okay?" They said nothing but nodded to her with acknowledgement before leaving. "Whoever you are Lord Nightmare, Challenge accepted."

/

Location: Applefarm (Applejacks home)

Time: 6:24 a.m Friday

Applejack ran to her home seeing it under repairs due to the incident last night but before she could check the damage herself a familiar voice gained her attention. "Hey big sis where did you go? I wanted to show yah something" asked a rather excited Applebloom. Applejack sighed not wanting to deal with her right now "Not now Applebloom I need to check the farm. You can show whatever it is to me later" with that said she left leaving Applebloom rather disappointed.

"Aww… shucks and I thought she would be real excited to know I got my cutie mark…"

/

Author notes

Well that took a while but it's done. Now I want you to stand there reading that line until the next chapter alright?

But just to be serious I let you know I'm currently doing college work as well as this so expect some delays just in case you didn't bother to read the note above.

So yeah a question for those who read this 'Who do you consider to be your favorite pony from the show?' Honestly for me Twilight Sparkle but hey the rest of the cast is just as entertaining. Well that's it TheFoolOfTheNoon signing off.


	4. Chapter 4

Chapter 4: The First of Three

Author's notes

Again this is TheFoolOfTheNoon here and DANG this took a while to set up. And I can't blame college for this one. That's a point for procrastination. Regardless I plan to see this story to the very end and nothing is going to stop me.

Anyway… seriousness aside I checked a decent amount of people read my story so far which is good but it would be better to hear from you people, it gives me more motivation.

Now the disclaimer; I do not own My little Pony; Friendship is magic I only own the Nightmare Brothers Panic, Fear and Paranoia. Their leader Lord "Nightmare" is also an Oc (By the way Nightmare is not his real name).

Oh yeah last I check I left you guys with a cliff hanger expect to see that often and if the story seems slow that's because we haven't got to the good part yet but in time it will come.

**Random fact about the Nightmare Brothers: Panic owns his own Carnival. He acts as the ringleader and does shows time from time in the Nightmare Realm.**

/

Location: C.M.C TreeHouse

Time: 6:36 A.M Friday

"So what's this all about Applebloom? You wouldn't tell us on the way over here" asked a confused Scootaloo. "Yeah, you said it was important" added Sweetie belle. After her brief meeting with her sister Applebloom decided to gather her friends and explain the news to them. "Yeah sorry 'bout that I was going to tell my sister first but she was busy. So I decided to tell you guys" she replied ending it with enthusiasm. Her friends looked at each other with faces of uncertainty before asking together "About what?" Applebloom took a deep breath "IthinkIgotmyCutiemark" she replied quickly and nervously.

Sweetie belle and Scootaloo looked at her with confusion, unable to understand what she just said. "Uhh… can you say that again, but slower?" asked Sweetie belle. Applebloom let out a frustrated sigh. "I…think…I…got…my…Cutie…mark" she replied. Her friends gave her looks of doubt remembering the last time she obtained a Cutie mark through underhanded means. "Pfft,Right… and I'm a princess" Scootaloo said sarcastically. "Yeah, how do we know you didn't use any potions for this one?" asked Sweetie belle.

Applebloom let out another frustrated sigh "Because after the last incident Zecora made sure to keep the ingredients locked up, so I won't be tempted to do it again. Besides there's a reason why I'm feeling nervous you guys. Because I'm not sure if it's actually a Cutie Mark, and I don't want to embarrass myself again." Her friends looked at each other, and nodded before returning their gaze back to Applebloom. "Alright we believe you, but we need to see it if you want our opinion" said Scootaloo.

Applebloom stall a bit with uncertainty before showing her friends her flank. The mark in question is an over stylized N with added decals. "Whoa never seen a mark like that before" Scootaloo said with a hint of confusion. "Yeah it's very… intricate" Sweetie belle added unsure of the meaning of the mark. "What do you think it means?" questioned Applebloom. "I'm not sure, but maybe it means you're an excellent writer" answered Sweetie belle. "Nah if that was the case then wouldn't it be a pencil or a journal?" answered Scootaloo.

The cutie mark crusaders would continue to spend most of the day figuring out what the supposed "cutie mark" stand for not knowing its true purpose. However unbeknownst to them the beings who placed that mark are already begun planning their plan of attack.

/

Time: Unknown

Location: Unknown

Meanwhile in dimly lit room three figures are standing in front of a desk with a chair facing the other direction. "…So who's the target for tonight?" asked a voice coming from the desk. "A young filly full of energy brother" responded the tall figure. "I see…" the voice pondered for a bit before responding. "Panic this one's all yours" The figure in the middle know as Panic felt like bouncing up and down "Hahahaha I get to have fun first you guys!" The other two figures remain silent as if knowing not to say anything. "Panic once nightfall hits, that's your green light to start the challenge" the voice said with refine monotone. "Gotcha… so what does target look like?" questioned Panic.

"The target is colored with an interesting shade of yellow and her mane is colored red. However if that didn't help the target is wearing a bow as well."

"That's it? Brother I think you making this easy on purpose"

"I don't enjoy the thought of you kidnapping a child, but I want to show them we mean business alright?"

"Okey, Dokey, Macaroni" Panic said with a mock salute.

The chair turned revealing only the voice's owner face. The owner in question wore a black top hat: his hair is also colored crimson red. However his most defining feature was his mask: it covers his entire face except leaving one eyehole. The mask itself is decorated oddly showing the visage of a face being chained and taped. The biggest feature is the noticeable rune like markings of the letters N and E carved into the mask. "That's good to hear… brother, but remember this, do not harm the target… or there will be severe consequences" The masked man said with a menacing tone.

"Okay okay I get it, don't harm the kid and everything will be dandy I got it" Panic replied sarcastically.

"Good… you are dismissed; all of you"

As the Masked man attempted to resume to whatever he was doing. He was stopped by the tall figure's voice. "Umm… brother do mind holding still for a bit? Umbra is sitting on your hat again."

"…"

Panic attempted to stifle a giggle knowing that his brother means business, but finding the situation overall hilarious he failed miserably "Ahahahahaha!"

The masked man became infuriated and decided to end this tomfoolery with one word "Silence!"

This caused Panic to stop laughing and to become still. "Paranoia please get your bird off my head before I lose my patience" The masked man said still sounding monotone, but with a hint of anger. "Right away brother! Please excuse my child's foolishness" The tall figure known as Paranoia said in a panic as he took the bird from the masked man's hat.

"Just don't let it happen again. Now again your all dismissed" After the masked man finished his sentence all three figures disappeared into the darkness.

/

Time: 5:55 P.M

Location: Apple Farm

Time has passed back at the Apple Farm, and repairs are going smoothly. Although to Applejack there is still much left to do. "Well the farm is looking better at least, but our good ol' home still has some holes in it" Applejack said to Big Macintosh "Eyup." Applejack started thinking back to the message. Knowing that her time to find the "Marked" one is running out she wondered where to start looking _"Hmm… now who yah think this marked one is considering the lengths these messenger fellas went_ _I get the feeling whoever it is. Maybe closer then we think"_ she already checked Big Macintosh and Granny Smith, but didn't find the mark.

"_Dang nabbit! How do I find a mark if I don't even know what it looks like?" _However before Applejack could think any further, a certain filly voice broke her from her thoughts. "Sis! There you are!" "Oh, Hi there Applebloom where you been this whole time?" asked Applejack.

"I was with Sweetie Belle and Scootaloo trying to figure out what my cutie mark means" Applejack absorbed what her sister said slowly before realizing that her mouth is open in shock. "Uh Applebloom can you show this cutie mark?" she said as the feeling of panic begun to creep up on her. "Sure I planned on showing it to you anyway" When Applebloom showed her flank to her. Applejack immediately paled and her mind raced with panic. There was no doubt in her mind that this is the mark she is looking for, and the marked one happened to be her younger sister.

"Uh Applejack are you okay?" asked a concerned Applebloom. "Y-Yeah" Applejack said shakily. "Okay if you say so" Applebloom then headed to their home planning to spend rest of the day in her room. However Applejack has only one thing on her mind _"I have to tell Twilight about this and fast!"_

/

Location: Twilight's House/ Library

Time: 6:15 P.M

Although Applejack was feeling terrified what could happen to her younger sister, her desire to protect her is stronger. The adrenaline flowing throughout her body made the trip to Twilight's house shorter than normal. When she reached the door she was almost out of breath; however that didn't stop her from knocking on the door furiously.

"Twilight, open up things just took a turn for the worse!" After Applejack yelled it wasn't hard to hear to somepony rushing down the stairs. It wasn't long before the sound of the door being unlocked was heard. Once the door opened Twilight stepped out with a look of concern on her face "What do you mean it took a turn for the worse?"

"Remember in that message we got 'bout a marked one?"

"You mean you found the pony with the mark?"

"Yes and Twi it's my sister!"

Twilight nearly froze at this new information, but quickly composed herself "Spike!"

It didn't take long for the baby dragon to appear, but when he saw the look in both mares' eyes he knew what was going on "I'll get a letter ready"

"Good we need to tell princesses who's the marked one, so they can help us"

"Got it" with that said Spike left to get a letter ready.

"Applejack make sure you fill in Applebloom about what's happing alright?"

Applejack at first was reluctant, but in the end she knew she couldn't lie to her sister "Alright, but I just know she's going to be scared Twilight"

"I know"

/

Location: Apple Farm/ Applebloom's room

Time: 7:56 P.M

Applebloom was trying hard to sleep, but the terrifying revelation of her "cutie mark" still haunted her. Even though the Canterlot royal guard is here to ensure her safety, she still felt uneasy. However her only piece of mind is her brother and sister, who are just outside her door just in case anypony try to go through her door.

7:58 P.M

She continued to fight off the temptation of sleep, but she was fighting a losing battle.

8:04 P.M

Applebloom slowly felt her eyelids shut as she succumbed to slumber.

8:10 P.M

Applebloom continued to sleep blissfully unaware of a clawed figure stepping closer to her bed. Even in the darkness of her room the figure can be seen giving off a grin that would make skins crawl.

8:11 P.M

The figure kneeled before her bed, and position it's head where its mouth is close to her ear. With one last grin the figure spoke.

"I…know when you're sleeping…"

/

Author note:

Yeah I know this took a while, but hey it here and another chapter is in the works. This chapter is long for two reasons; one I was extremely late on this chapter and two I needed to get most of prep part of the story done to get to the fun part. Anyway I hope you enjoy this chapter, and please let me know what you think of my story so far it helps motivate to do better on the next chapter. This is TheFoolOfTheNoon siging off.


	5. Chapter 5

Chapter 5: Panic Attacks!

Author's notes

Well… here's another chapter there isn't really much for me say right now other than it's a long one…

Wait maybe there is something… Hold on

…

Bingo! Here's something from the box.

**Random Fact about the Nightmare Brothers: Panic enjoys many luxuries in life including evening walks down a barren forest, sitting on the couch to watch T.V, pissing off his brothers, and finally his favorite luxury is making people run off in a… well a panic.**

Disclaimer (Should I even continue placing this here?); I do not own My little Pony; Friendship is magic I only own the Nightmare Brothers Panic, Fear and Paranoia. Their leader Lord "Nightmare" is also an Oc

/

Location: Apple Farm/ Just outside Applebloom's room

Time: 8:12 P.M

Applejack and Big Macintosh stood in front of Applebloom's room ready to take on the supposed foalnapper coming to take her away. However they are completely unaware that the foalnapper is closer then they think.

"She's sure is quiet in there don't you think Big Mac?" Applejack said breaking the silence.

Big Macintosh responded with his usual answer "Eyup"

"I'll just check on her just to be safe" Applejack unlocked the door slowly just in case Applebloom's silence was from her sleeping. When she looked inside everything is quiet and still as she remembers it. Wanting to be sure that Applebloom is asleep Applejack walked towards her bed.

When she reached Applebloom's bed she grew relived when she saw her sister's bow poking out of the sheets. The sound of her sister sleeping also helped put her mind at ease.

"Don't you worry Applebloom as long as Big Macintosh and I are around we won't let some foalnapper get a hold of you" whispered Applejack in a comforting tone.

"…Geezus that was sappy, but I guess that's what a relationship between sisters is like huh?"

Applejack suddenly froze when she heard the new voice in the room, but she responded to the voice with anger "Are you the foalnnapper? If you are then leave!"

"My my…what spirit! What anger! And yet you seem to be yelling at thin air…" the voice responded semi-mockingly.

"Then where are you? You dirty snake!"

"Dirty Snake? Really? We haven't met face to face and yet you are already calling me a snake? Heheheheh…You honestly have no idea what you're up against are you?"

"Doesn't matter! I'll protect my sister from the likes of you!"

The voice started to giggle slightly as if it's doing it best to suppress its laughter.

"What's so funny?" Applejack said with a mix of anger and confusion

The voice managed to calm itself down, but still it responded with a mocking tone "The answer to that question is easy senorita, but I can't answer that, it would kill the punch line of the joke"

"You mean this is some sort of joke to you?"

"And it's pretty damn hilarious if I say so myself"

After the voice finished its sentence Twilight and the remaining Mane Six rushed into the bedroom. "Applejack we heard from Big Macintosh! Where's the foalnapper?" Twilight said

Applejack responded with emergency in her voice "He's here, but I don't know where he is!"

"Oh lookie, the gang's all here. Now things just got more…fun, heheheheh…"

"Girls search the room, he's hiding somewhere!" Twilight looked around the room checking to see if the foalnapper is hiding somewhere in the room. She looked inside the closet, but found nothing _"Nothing!"_

Rainbow Dash grew frustrated checking the room finding nothing in her search "Grrr… he's not here! "

Fluttershy nervously checked underneath Applebloom's bed, but when she found nothing as well she felt a bit relived. However, that piece of mind didn't last for very long thanks to a certain pink mare.

"Everypony hold it! Think about it there aren't many places to hide in Appleblooms's room. I should know since I set up hiding spots here just in case I need to pop in for a surprise visit."

Applejack was the first to respond to what Pinkie Pie said "Wait you mean to tell me that you set up hiding spots all over the farm?!"

"Not just the farm Applejack, but all over Ponyville how do you think I pop out unexpectedly?"

Before Applejack could respond Twilight cut the conversation short "Sorry to interrupt, but what Pinkie said is true"

"Uh…which part Twilight? I forgot already" Pinkie Pie said with a sheepish smile.

Twilight facehoofed herself before responding "That there aren't many places he could hide which means..." The rest of the Mane Six thought about what Twilight said, but Rarity was the first to figure it out "…Which means he's hiding right under our noses!"

"Exactly, but we checked everywhere which also means the only place he could be hiding is… in Applebloom's bed"

Applejacks eyes widen when she heard a sinister chuckle and slowly stepped away from the bed.

The voice responded however this time it is coming from the bed "Bravo! You figured it out Twily, and in record time as well"

"Just who are you?" asked Twilight as she readied herself for an encounter with a unknown enemy.

"Well I guess I can answer that since you figured out where I was hiding, but you might want to take a step back. I do love making an entrance."

The Main Six did what the voice told them not knowing what it planned to do.

"Alrightly then time for Ringmaster to make his debut, but first this bow is bothering me"

To the Mane Six's shock a gloved hand endowed with claws came out of the bed slowly removed the bow out of what was thought to be Applebloom's head. With just a flick of the hand's wrist it threw the bow at the Main Six; who are too shocked to move from where they are standing.

"What's the matter never seen an arm this long pop out a bed this small? Heheheh…"

The arm suddenly retracted back into the bed surprising some of the mares. After that the bed starting shaking violently, before spontaneously combusting into a vividly violet fire. Everypony in the room had to shield their eyes from the intensely bright flames, however when the flames faded everypony was surprised at what was left where the bed once stood. There they saw a masked being standing in the remains of the bed. The mares were too astonished to move unable to do nothing, but examine the mask being's appearance. The being's mask is a half mask covering the right side of his face, and it is designed to be similar to the phantom opera's mask. The being's crimson hair also covered the remaining side of his face leaving only his mouth exposed. His outfit seems to be styled after a ringmaster at a circus; however along some noticeable color changes the coat seemed to be covered in mysterious markings. The most striking feature about the being's outfit was the gloves, because on the tips of the fingers were long sharp blades effetely making the gloves claws.

Before anypony could say anything an alarm went off signaling the royal guards to surround the building.

"Heheheh…Oops I guess that my cue to leave, but first…" the being trailed off turning his back on the ponies to pick up a small bag.

Upon seeing the bag the Mane Six minus Fluttershy regained their composure, and took a battle ready stance. However the being faced the mares with a sinister smile before speaking

"Hmm… let's see six mares who are bearers of the elements of harmony, a small group of highly trained royal guards, and if the situation calls for it, two princesses of great power. Doesn't that seem like overkill?"

Twilight and her friends were confused at the being's statement, for the logic behind it seem to ring true. However Rainbow Dash decided to ignore it and retort "Say's the weirdo holding my friend's little sister hostage."

"Ooh, you got guts talking to me like that girly, but tell me, what's stopping you from saving this little filly?"

Rainbow Dash decided she had enough of this freak, and charged at him without warning. However to everypony's surprise she ended up flying through him; crashing into the window and effectively shattering it.

Rainbow Dash held her head "What just happened?"

Before anypony could answer laughter can be heard outside along with cries of pain. The signs were obvious, but Twilight said what everypony in the room is thinking

"He's outside!"

/

Time: 8:20 P.M

Twilight and her friends rushed outside only to be met with a horrifying sight. The Royal Guards are lying all over the ground covered in gashes and barely breathing, and standing in the center of it all is the masked being from earlier with blood dripping from his claws.

"Hoo… Doggy that was fun, but rather short lived" The being said catching the attention of the Mane Six.

"But honestly these guys don't even come close to a decent warm-up, highly trained my butt!"

Anger started to well up inside Applejack and Rainbow Dash, but before they could act on their emotions Twilight spoke to the masked being

"You never answered my question, just who are you?" she asked calmly.

The masked being hit himself on the head before responding "Whoops I guess I forgot about that, but hey I guess you girls deserve to know." The being took a moment to clear his throat before responding "My name is Panic, and I am one of the infamous Nightmare Brothers. As you already know I'm here to foalnap this filly under the orders of Lord Nightmare himself."

"Nightmare Brothers? You mean you have brothers?" Twilight asked

"Sure do, but that's all I have to say about that. I'm pretty sure two of your friends want to tear me limb from limb right now, so why get this show on the road eh? Hahahaha!"

As he was laughing Panic begun to spin around, and while he was spinning, identical mini cyclones begun to appear from the original. Before anypony knew it six Panics stood in front of them, all laughing like madmen.

"What the? There's now six of this guy now?" Rainbow Dash said while looking at the extra Panics

"He must have been using illusions this whole time " Twilight concluded.

"What makes you so sure they're illusions?" asked Applejack.

"Because remember when Rainbow Dash attacked him in the bedroom? She just went through him, and he disappeared"

"Right! Which means out of these six snakes only one has fangs"

"Exactly"

All the Panics looked at them each bearing a smile "I'm guessing that you think you figured me out don't cha? But hey good luck trying to figure out which one of us real deal. Hahahaha!"

After all the Panics stopped laughing they rushed the Mane Six all with a murderous glint in their eyes.

/

Rainbow Dash's Fight

"_He is annoying!"_ is the only thing Rainbow Dash could describe Panic as she fought him. This weirdo kept dodging her attacks and to add insult to injury he mocked her about her speed.

"Grr… hold still!"

"Why should I? It's not my fault you're so slow!"

"Shut up!"

Rainbow Dash just about had with this guy, but for some reason she felt like she already met this guy before. However her thoughts were broken when Panic spoke

"I know what you're thinking, and yes we have met before Dashy. I remember that I nearly tore your room apart! Hahahahaha!"

"Wait so it was you!"

"Guilty as charged. Heheheheh"

She really had enough of this guy, but how in the name of Celestia is she going to hit him? She then took to the air, and scanned the farm for anything that might give her an edge in the fight. However what she found instead is her close friend in trouble "Fluttershy!"

/

Fluttershy's "Fight"

Fluttershy is no fighter she knew that already, but unfortunately so did the threat in front her.

"Come on aren't you going to fight back? Come on I'll give you a free hit right here on my chin, come on"

Fluttershy did not respond, but instead flew away in terror in hopes that it wouldn't follow her in the sky. She stayed flying above the battlefield not noticing that Panic wasn't where she left him.

"_Please let this be a dream, please let this be just a bad dream!"_ Fluttershy mentally pleaded. She knew she saw this being somewhere before! She didn't confirm it until she was face to face with him. Panic is the masked being who attacked her last night!

"Yah know Flutters that was a big mistake" said a voice that made Fluttershy blood run cold.

She looked around the sky, but didn't see anything around her in the sky. Fluttershy begun to panic, his voice sounded so close, but there is no way he can be up here in the sky right? "H-he c-can't follow me up h-here so I should be f-fine" Fluttershy said with fear in her voice.

"Eeehh that's what you think" said the voice.

Before Fluttershy could respond she cried out in pain, and started to plummet from the sky. As she was falling she saw that something has pierced her wings, for blood leaking out slowly from her wounds. Fluttershy then looked down, and closed her eyes thinking this is how it ends for her. However the feeling of falling stopped for a moment before meeting the soft soil gently. She opened her eyes to find Rainbow Dash has saved her. Without thinking she hugged her friend and started to cry.

"T-Thank you I t-thought I was g-going to, going to…"

/

Rainbow Dash (again)

Furious was an understatement compare to boiling fury that Rainbow Dash is feeling right now _"That freak is not going to get away with this!" _He did not just mentally scar her best friend, but also damage what is a Pegasus's pride and joy, her wings. Rainbow Dash looked to her right finding two of the Panics laughing together

"Payback time…" she muttered lightly before pulling out Fluttershy's bear grip hug.

Rainbow Dash then positioned herself in front of the two Panics, preparing to ram them at full speed.

"Rainbow Dash… what are you doing?" Fluttershy asked quietly.

However she never got a answer since Rainbow Dash took off without a word straight at the two unaware Panics.

...

They never saw it coming, the Panics were so caught up laughing how easy the mares are they didn't notice a rainbow blur coming straight at them. Before they knew it they were now nothing more than a puff of smoke.

"Two laughing freaks down, four left to go!" Rainbow Dash said with a confident smile.

/

Twilight Sparkle

'_Something isn't right"_ Twilight thought. All he was doing is avoiding her attacks, but never attacking himself _"Just what is he up to?"_

"The answer to that, my dear Twily is simple. Big Brother would be most displeased if I harmed you severely" Panic said seeming as he read her mind.

Twilight was surprised he answered her question, but regained her composure "But that's not it, is it?"

"I don't know what you're talking about" Panic replied with a smile.

Twilight knew he was lying thanks to her experience with Discord. Once she gained enough distance from Panic she looked around the area, and found something that caught her eye.

She saw an extra Panic making a break for it into the Apple fields.

"I knew it, these Panics are a distraction!" she said loudly causing the entire battle to stop.

"What?"

"Are you serious!?"

"That snake!"

"If that's the case darling, where is the genuine article?"

"He's over there, heading into the apple fields!" Twilight shouted.

"Oops, the jig is up. Oh well… We did our purpose, so seeyah!" with that said all the remaining Panic illusions turned into a puff a smoke and disappeared while laughing.

This action threw Twilight off _"They were laughing? Why? We just figured out his plan. There's something wrong here…"_

"Grr… that freak is not getting away!" Rainbow Dash yelled as she charged into the fields.

"Rainbow Dash, wait!" Twilight shouted, but it was too late she already gone.

Twilight let out a frustrated sigh. Sometimes she wished Rainbow Dash would actually listen to her for once. However her thoughts were broken when she heard Pinkie Pie scream, she looked at the direction of the commotion, but quickly regretted it. Fluttershy's wings are slowly turning red from her own blood.

Applejack then spoke up

"Twilight, I'll have Granny, and Big Macintosh get a wagon to take Fluttershy to the hospital. You stay here with the rest of the girls so you can deal with the snake Rainbow Dash brings back."

Twilight looked at Applejack, and nodded in affirmation "Just be quick about it I'm not sure how much blood she lost."

"Don't worry about it sugar cube, just worry about the snake who started this mess in the first place"

"H-Hey! What about us!" Both Twilight and Applejack looked at the source of the voice, and immediately sweat dropped. How could they forget about the Royal guards?

/

Time: 8:34 P.M.

After they got all the ponies that are wounded onto the wagon, Applejack left with Granny Smith and Big Macintosh to give them medical attention. Leaving Twilight, and her remaining friends to wait for Rainbow Dash to bring the masked man that caused it all. A little short while later she came back with Panic in tow

"Hey! Let me go! I have rights!" Panic yelled out.

Rainbow Dash smirked "If you say so"

Rainbow Dash then proceeded to drop Panic head first into the ground; as a result his head became buried in the soil

"Mmmph! Mmmmph!" is all Panic could say while he attempted to pull his head out.

Rainbow Dash couldn't help, but laugh at the foalnapper's position.

"Serves you right freak"

Twilight just shook her head at the situation before setting up a magic lock to bind Panic's legs together. However, shortly after she did that Panic managed to pull his head out of the ground.

"Ow, my aching…Hey! Why are my feet getting to know each other better?" Panic questioned.

However instead of getting a answer Panic's hands immediately suffered the same fate.

"Whoa there Twily you haven't bought me dinner first. Heheheheh…"

"Give us back Applebloom" Twilight said cutting Panic off.

"Sheesh…You're one of those to the point kind of gals are yah? Fine then, the bag is in my hat"

Panic then tilt his head forward causing his hat to fall to the ground.

"Just reach in there, and you will find the bag" Panic said with a smile.

Twilight looked at him suspiciously before using her magic to pull out a bag from Panic's hat. Snoring can be heard inside the bag, Twilight then breathe a sigh of relief.

"Aww…She was sleeping the entire time" Panic said mockingly.

However Twilight felt something was off

"_Something's not right here…"_ she thought.

Unfortunately, for Twilight she was right. While she was examining the bag, Panic swing his bounded feet into Twilight causing her to lose her focus on the bag, and dropping it. Panic then positioned himself under the bag, and to everyponys horror he impaled the bag with his claws. He then looked at Twilight with a terrifying grin as blood slowly dropped all over his face

"Shuush…don't wake the filly she needs her sleep…"

/

Location: Unknown (Still in Ponyville)

Time: 8:36 P.M

Somewhere far off in the distance a figure is watching the terrifying scene unfolding. The figure smiled and stifled a giggle. Before the figure left he picked up a bag that looked exactly as the one that was impaled, and then looked up at the sky singing a tune familiar to him

"Twinkle…Twinkle…Little Star… How I wonder where you are…"

/

Post chapter Authors Notes

And that's the end of this chapter hoped you enjoyed it. It will be a while before I post a new chapter, but you know what they say "Patience is a Virtue". On a side note what do you the readers think of my story so far? Is the progression moving well? What do you think of Panic's debut in this story? Please speak you minds I want to hear from you guys and gals.

This TheFoolOfTheNoon signing off.


	6. Chapter 6

Chapter 6: Things to come

Pre-Author Notes:

Holy Freakazoid what an end to season 4 of My Little Pony I actually felt like jumping up and down like a giddy school girl…err never mind please disregard that bit of information. Any way this is the next chapter although it's shorter compared to the last chapter but long enough to get information across. I still feel like more should be added to this chapter, but I promised myself to get this done on the end of season four. So enjoy!

**Random Nightmare brother fact: Paranoia is an excellent doctor in the nightmare world, and waking world. However most patients he worked on never seem to want him as their doctor again.**

/

Location: Ponyville Hospital

Time: Saturday 7:47 A.M

Applejack felt horrible, she swore to her younger sister that she will protect her, but when her friends told her what happened. Well she's glad that murderer is getting what coming to him, but she knew that will never bring her sister back. She then remembered what her sister's goal

"_I'm going to earn my cutie mark one day just you wait!"_

Applejack then started to cry at the memory

"Dang Nabbit! Why her! Why did she have to die!" she yelled waking up her friends in the process.

They slept at the hospital, so they can be at Fluttershy's side as she recovered from her injuries. However, now they are there for Applejack's sake as well because besides Granny Smith and Big Macintosh, Applebloom's death affected her the most.

"Why… her…?"

Her friends looked at her with worry, but they didn't know the words to comfort her so they were forced to continue watching her outburst in silence. Twilight was the only one who looked away feeling partially responsible for Applebloom's demise

"_I should've payed more attention to him…"_ she thought as she walked away towards the exit of the hospital.

Rainbow Dash noticed that Twilght was leaving

"Where are you going Twi?" she asked.

Twilight looked at her with a determined expression before responding

"To get some answers…"

/

Location: Unknown

Time: Unknown

Applebloom felt strange as she slowly woke up from her sleep. What she saw when she opened her eyes surprised her, for she was no longer in her own bedroom. She was in a bedroom meant for royalty, and the bed is soft as well almost tempting her to sleep again.

"_Where am I?"_ she thought.

"This is where you'll be staying for the remainder of the challenge young one" spoke a voice surprising her.

Applebloom looked around hoping to find the owner of the voice

"Where are you?" she asked.

"Closer than you think" the voice responded.

Applebloom was first confused at what the voice meant until the window to her room swinged open surprising her, and letting in roughly hundred crows. The crows then started flying in a funnel shape cawing like crazy. Before Applebloom thought she would go crazy from the noise, the birds then started leaving the room exiting the same way they came in. The window then shut itself closed with the curtain falling in place covering them up. When Applebloom looked back where the crows used to be in her room, she was surprised to see a being she never seen before. In front of her is what she perceives to be a strange tall crow looking at her with bright red eyes

"W-Who are y-you?" she asked nervously.

"Milady, you may call me…Paranoia"

/

Location: Canterlot Prison

Time: 8: 37 A.M.

When Twilight arrived at the prison she was met with confused gazes. The guards wondered why a Princess is doing here until she told them, that she is here to talk to Panic. The guards nodded their heads in understanding, and told her to follow them. She continued to follow the guards until they stopped at a specific cell. There she saw him the man who caused a great tragedy to happen in front of her very eyes.

"Hey inmate! You got a visitor" one of the guards said while banging on the cell door.

Panic turned around, and smiled when he saw Twilight was the visitor

"Hello milady, what can I do for you?" he said semi-mockingly.

"I'm here for some answers" Twilight said with slight anger in her voice.

"To the point again I see. Very well ask away"

Twilight was surprised by his willingness to cooperate, but leapt at the chance to get some answers.

"Where did you come from?"

"From the Realm of Nightmares my dear. Nice place actually…"

"You said you are a part of the Nightmare Brothers. Who are the other members?"

"Actually this group is only composed of three members, and yes we are related. The other member's names are Paranoia and Fear."

"What is it do you do exactly?"

"Well since you asked so nicely. I run a carnival in the nightmare realm; if you want I can get you ticks…" however before he could finish his sentence Twilight cut him off.

"I mean the Nightmare Brothers as a whole!" she yelled not wanting to deal with Panic going off topic.

"Oh in that case. Like I said when we first met we serve Lord Nightmare. Whatever he say's we do. It's simple as that."

"If that's true then why did you kill Applebloom? Wasn't your orders is to foalnap her?"

"Yes… and we succeeded!"

Twilight looked at him surprise

"Succeeded? But you killed her!"

Panic then started laughing manically while pulling out an orange from his hat

"Hahahahahah…That's where you are wrong Twily"

"Wrong? I saw with my two eyes!"

"Heheheheh…The answer is in this orange Twily. Here take it" he said as he pushed an orange through the bars.

Twilight grasped the orange with her magic and looked at it questionly before putting it in a bag

"Why would an orange answer my question?"

"Heh…you're a smart girl you'll figure it out. So…anymore questions?"

"Who's the next marked one?"

"…Hold on let me consult with myself for that one"

Panic then brought out his palm and started pressing on it. Once he was done he closed three of his fingers leaving only his thumb and pinky finger. He then brought it to his head and waited as an odd beeping noise starting to come from his hand. The beeping then stopped as Panic started to talk

"…Yeah me? She wants to know who we are taking next…I know hilarious right?...So it's okay?... alrighty then see you soon" Panic then pressed the tip of his pinky finger causing it to make a beep sound.

"Okay chica listen closely because once I say this I'm gone"

Twilight was confused at what just transpired in front of her. Even the guards were looking at each other trying to make sense of it. However, if this will help stop the next foalnapping then she has no qualms with it

"Okay I'm all ears"

"Spike your assistant is the next marked one"

"What!?" Twilight said shocked.

"Heheheh…and the worst part is, they sending Fear for this one"

"Fear?"

"The youngest Nightmare brother, but oh boy when it comes to brute strength he's unmatched"

"What does he look like?"

"You'll know it's him the moment you see him. Besides he's got quite a presence…Oh yeah before I forget just because El Gassy Murete has a thick skull doesn't mean he's an idiot"

"El Gassy Murete?"

"Heheheh…sorry said too much already bye now…"

"Wait! Hold on!" Twilight yelled, but it was already too late; Panic burst into smoke cloud leaving his cell empty.

The Guards became alarmed by this and attempted to sound the alarm, but Twilight stopped them

"Wait! Don't pull the alarm!"

"But the prisoner escaped!" said one guard.

"He's right we can't just let him get away!" said the other.

"I'm afraid that's not the case" Twilight responded.

Both of the guards looked at her as if she grew another head

"What do you mean?" they said in unison.

"What I mean is that the Panic we had is nothing more than an illusion created by the real one"

"Wait then that means…"

"Exactly we never had the real Panic in the first place"

Twilight then thought back to the orange the fake Panic gave to her

"_However, I still like to know how an illusion can give me an orange, and able to interact with the physical world. I should keep this in mind the next time we meet Panic. Now on to a different problem this orange he gave me. The fake told me that the foalnapping was a success, but what I saw is a different story. I even checked inside the bag…that was something that will permanently scar my mind for years to come; however, considering that Panic has proven his mastery over illusions it would be possible that what I saw was a illusion. But if that's true how did he fake the blood?"_

Twilight then took the orange out of her bag and examined it

"It looks like any normal orange on the outside…but what about the inside?"

After less than a second a light bulb popped in Twilight's head

"Hey can one of you get me a knife?" she asked.

The Guards looked at her confused

"What for?" the first one asked.

"Isn't it obvious? She wants to cut that orange in half so she can drink its juices, duh" the other said.

"Oh…Okay then. Wait right there Princess Twilight I'll get one from the kitchen" said the first guard who then quickly left Twilight and the other guard to get the knife.

The second guard looked at Twilight with a confused face

"But Princess why do you want to drink the juice of that orange anyway? I mean if you're thirsty we can give you a drink from the fridge"

"You'll find out soon"

No sooner then she said that the first guard came back at lighting speeds

"Here you are princess one knife and a cup; you know for the juice"

"Thank you" Twilight said while taking the knife, and cup in her magic. She then proceeded to cut the orange, and as she was cutting it started to ooze red liquid similar to blood

"I knew it!"

"Did that orange just bleed!" said the first guard in surprise.

"It's a blood orange the juice from this fruit has a color similar to blood. That's how he did it which means Applebloom is still alive."

" Wait if the victim isn't dead does that mean he's free of all charges?" asked the second guard.

However instead of getting an answer Twilight already left to share what she learned to her friends

"I'll take that as a yes"

/

Location: Unknown

Time: Unknown

Applebloom was still confused at the situation she was in, but the strange crow man explained everything to her

"So my sister failed to protect me…"

"Unfortunately that would be the case" Paranoia said with a monotone voice.

"And I can't escape from here can I"

"I advise that you don't attempt to escape from our estate. If you do you will quickly realize how safer it is in here than out there."

"So what are you going to do to me?" Applebloom asked with fear.

"Isn't it obvious milady?"

Applebloom gulped before answering

"Maybe…"

"You can rest easy milady we will not hurt you. As long you do what we say"

Applebloom was about to ask another question until she heard the dragging of chains

"U-Uh what w-was that?" she asked feeling scared from noise.

"Hmm… it would seem that Fear is getting ready to go to your world"

"W-Who's F-Fear?"

"He's my youngest brother a nightmare with incredible strength able to rival that of a titan"

"Hold it! He's that strong!" she said replacing her fear with surprise.

"Unfortunately for your sister he is. However he's not without a weakness…"

"What would that be?"

"He seems to be always hungry; eating every edible object in the areas we sent him to"

"Hey that explains why some the apple trees back on the farm were missing apples!"

"Yes that would be his doing"

Applebloom begun to think about her situation so far

"_Okay so I was foalnapped by the crow man's brother, and crow man told me that I can't escape either. How I wish I could prove him wrong, but so far I don't see any possible way I could escape. I guess I'll just have to wait then"_

"It would be wise that you don't look for a way out milady" Paranoia said shocking Applebloom.

"H-How did yah read my…"

"Mind? That's a question for another night, but right now Lord Nightmare wishes to see you if you have any further questions I'm sure he'll answer them"

"Okay I guess…"

Applebloom continued to follow Paranoia; uncertain of what awaits her in this strange place.

/

Post-Author Notes:

And that's the end of this chapter sorry if it seemed like filler, but hey how am I supposed to think of a better chapter without having my audience getting bored? But hey what's done is done. On a side note now that season 4 is over it gave me an idea what to do for future projects involving the Nightmare Brothers and their Lord, but first I need to get this story done which won't be in quite a while. Now with that out of the way thank you for reading this chapter and tell me what you think of my story so far. In other words please review.

Now if you excuse me I got a new kingdom to serve.


	7. Chapter 7

Chapter 7: Preparation for the evitable

Pre-Author's note

SORRY! I got a bit lazy and I should properly consider prewriting these chapters out…or not who knows, but what I do know I'll make sure not to make you guys and gals wait too long for a chapter. So here is the next chapter hope you guys and gals enjoy and hopefully review to tell me what is good and what needs improvement.

**Random Nightmare Brother Fact: Paranoia despite his cool and calm demeanor he can and rarely gets a bit excited. When he does he tends to say some…uncomfortable things to people especially to those he operates on. Hey! Maybe that's why no one wants him as their doctor again!**

/

Location: Ponyville Hospital

Time: 9:10 A.M

"WHAT?! What do you mean mah sister is still alive?" yelled Applejack.

Twilight recoiled a bit from her friend's outburst, but quickly regained her composure. Twilight had already explained her findings concerning Applebloom to her friends earning looks of disbelief and uncertainly; however, she didn't expect Applejack to react the way she did.

"It's true Applejack, Applebloom is still alive; however, that means she currently a prisoner of the Nightmare Brothers" Twilight said with a serious expression.

"That conniving snake played us for suckers! …and now I need to tell Big Macintosh and Granny Smith to cancel the funeral" Applejack finished her sentence with a face mixed of embarrassment and anger.

An awkward silence lingered around the group for a while. Prompting Rainbow Dash to break the silence "So…Twilight did you get any other information out of that guy?" she asked.

"Yes I did, and it's about the next marked one…but it's someone close to us again" Twilight responded as her tone grew depressed.

Her friends immediately became concerned now aware that the next pony to be foalnapped is again somepony they know.

"Don't tell me it's Sweetie Bell! She still recovering from what happened to Applebloom" Rarity said with panic in her voice.

"No it isn't her…" Twilight responded.

"Is it Scootaloo? If it is then I'm really going to kick that foalnapper's flank!" Rainbow Dash said with anger.

"No…"

"Then just TELL US!" Pinkie Pie yelled earning odd glances from her friends.

"What? I can't handle suspense any longer"

Twilight looked at each of her friends' eyes before responding causing them to worry even more

"It's… Spike"

As Twilight expected, multiple gasps are made in the room. Her friends became horrified at this revelation knowing how close Spike and her are.

"No way!"

"Grr…"

"Those monsters!"

" Not Spikey-Wikey!"

"T-That's horrible…"

Twilight couldn't agree more, but she can't help but feel terrible that the little dragon she considers family is now in danger. However, the feeling didn't last long as it was soon replaced with determination, for she will not let the Nightmare Brothers take another especially not her family.

"We need to tell the Princesses as soon as possible" Twilight said her voice now no longer with sadness.

"I don't think that will be necessary" said a familiar voice.

Everypony in the room put on a look of surprise already knowing the owner of the voice is.

"Princess Celestia!?"

/

Location: Unknown

Time: Unknown

Applebloom grew more uneasy as she continued to follow Paranoia down the hallways of the Mansion. She often heard unnerving sounds of wailing and groaning through the walls, but she continued to put on a brave face despite situation. After walking for what seemed to be hours Paranoia stopped in front a strange intricate door. Applebloom saw that the door has no doorknob or any visible way of getting in: furthermore, the door seemed to be made of odd clockwork seen in pocket watches. Before she could ask Paranoia about the door he pressed a button on the door making a ringing sound, and before she knew it an eerily calm voice made itself known.

"Yes… what is it?" asked the voice.

"I brought the child milord like you asked" replied Paranoia mirroring the calm voice's tone.

"Good you may enter Paranoia"

As the voice finished the door's clockwork started to come to life. The mechanism continued to turn it gears until finally locking together causing the door to open. What Applebloom saw inside blew her mind. The room inside is immense she saw row upon row of bookcases filled with books she never seen before.

"Just how many books you guys have?" she asked Paranoia.

However, Paranoia ignored her and beckoned her to follow him further into the room. Applebloom didn't say anything else and complied. She continued to follow him through what seemed to be an endless library until stopping at a spiral staircase. Paranoia then turned to her and spoke

"He awaits you up these steps…" Paranoia said while pointing at the staircase.

Applebloom didn't respond, but she did look at him for a moment with unseen uneasiness in her eyes before taking a single step on the stairs. However, this didn't go unnoticed by Paranoia

"I assure you milady there is nothing to fear I'll be right behind you if necessary" he said attempting to ease her fears.

Applebloom nodded her head and continued up the steps with Paranoia following her from behind.

When she finally reached the top of the staircase she was met with an incredible sight. She saw that the new room is just as big as the library below, but only with three giant bookcases lining up against the wall to her left. However, the most striking feature she saw in the room is the skylight which gave a clear view of the starry night sky while illuminating the room with pure moonlight at the same time. She took a few more steps into the room while taking in her surroundings. She saw a bed similar to the one she woke up in the northeast corner of the room; however, it seems to be made for two. She also saw many strange things in the room such as a large flat box hanged up in front of couches at the lower southeast corner of the room, and a large gallery of masks on display.

Applebloom continued to look around the room until she spotted a glass door that led to balcony. She saw through the glass a figure looking through a telescope to see the starry sky. Applebloom didn't know if it was a good idea to bother the figure considering that it seems to be extremely focused on the star lit sky. That is until Paranoia spoke once again

"Milord shall I take my leave?" he asked.

The figured stopped in its tracks and stood straight with its back facing them. For a short moment the figure didn't much else until it took its gloved hand out, and snapped its fingers leaving its hand in the thumbs up position.

Paranoia bowed in response, but before he left he spoke to Applebloom one last time.

"This is where I take my leave milady, for I have… 'business' to deal with" he said eerily calm.

"Wait! You're just gonna leave me here! How am I gonna get back to my room?" she yelled.

"You're in his care now milady there isn't much else I can do unless he asks for it" he replied still keeping his tone. As he finished he started to sink through floor surprising Applebloom.

"H-How are you doing t-that?"

"Beings such as I thrive in darkness milady, but I will explain the details later, for now this is goodbye" With this said he fully submerged himself into the darkness of the floor and disappeared from sight.

Applebloom could only stare at the spot where Paranoia once stood surprised that the bird looking man is capable of melting into shadows. However, she brought out of her surprise when she heard another voice next to her.

"Hello Applebloom, please take a seat on the couch and relax, for you are a guest in my abode and I have much to explain to you"

/

Location: Ponyville Hospital

Time: 9: 18 A.M

Twilight and her friends were surprised that Celestia herself is right in front of them; however, at the same time they knew it's something important.

"Sorry to drop in unexpectedly, but I need to talk to all of you its important" she asked with a small hint of urgency.

Twilight and her friends looked at each other and nodded in silent agreement. Except for Fluttershy who is still lying on the Hospital bed due to her injured wings.

"Alright, what do you want to tell us?" Twilight asked.

"Twilight, I know your assistant Spike is the next mark one, but I heard from Luna what happened yesterday night. That Applebloom's foalnapper managed to escape with her while fooling you with his illusions"

Twilight momentarily felt depressed, but shook the feeling away.

"I know we underestimated him, but the illusion he left behind gave us a warning on who's coming to foalnap Spike Panic's brother Fear"

"I know, the prison guards you were with reported it to me"

"Then you should know how he described him, that he has unrivaled physical strength meaning that he doesn't rely on illusions like his brother."

"I know, but it also means that he won't let anything get in his way, and considering what happened to your friend Fluttershy and the Royal Guards I lend you. I need you and your friends to take Spike somewhere out of Ponyville until the night passes, for I am sure that Fear will check your home first"

"But where do we go?"

Before she could answer however somepony burst into the room.

"Pardon for barging in, but I'm here for a Ms. Fluttershy" asked the new voice.

They looked at the source of the voice, and found a gray colored stallion wearing a black surgeon outfit, mask, and red tinted goggles. The strangely colored surgeon looked at all of them with a confused look

"Uhh…am I interrupting anything?"

Nopony answered leaving the room in utter silence. Until an out of breath voice broke the silence.

"You… can't just…barge in…the…patient is resting!" the new voice said.

The surgeon looked behind him and chuckled.

"Ah what took you so long Nurse Redheart? I was about to take the patient without you" the gray stallion said with a humorous tone.

However, Redheart herself didn't share same enthusiasm as the surgeon when she got into the room, but before she could speak her mind she had to take a moment to catch her breath.

"Seriously you can't just barge in! You don't even have the authorization to work on the patient" she yelled.

"And you were just going to tell the patient her wings are officially clipped" the surgeon said back earning simultaneous gasps in the room.

"Now now before anybody starts bawling and crying. I'll have you know that I can help your friend fly again; however, this neighsayer says I don't have the green light to work on her" he added while slightly chuckling.

"But you don't!" Redheart said growing angrier as the conversation continued.

"Then what's this?"

The surgeon pulled a form showing that he has the authorization to operate on Fluttershy earning a look of surprise from Redheart.

"H-How did you…"

"I asked and I received since I helped out around here many times, and those times were critically injured patients" he finished with an unseen smirk.

"Now if you excuse me I have to meet with the patient"

Nurse Redheart became silent while maintaining a look of disbelief. Twilight and her friends were confused at what transpired between the oddly colored surgeon and Nurse Redheart. Of course during the time they spent here they haven't seen the gray stallion around here before. However, before Twilight could ask who the stallion is, he was already at Fluttershy's bed with Rainbow Dash not too far behind.

"C-Can you really f-fix my wings?" Fluttershy asked slightly nervous from the stallion's presence.

"Yeah can you? Because as far as I know it's right next impossible to fix clipped wings, and honestly it's every Pegasus's worst nightmare to never be able to fly again. Please whoever you are help her fly again" Rainbow Dash asked while growing somber in tone.

The surgeon looked at them while moving his goggles upwards revealing his marine blue eyes.

"You don't have to worry, for I swear on my degree as a surgeon and a doctor that she will fly again!" he replied while pointing his hoof in the air dramatically earning a few sweat drops from the others in the room.

…

"Okay now with that out of my system let's get you to the operating room Ms. Fluttershy"

As he finished his sentence he moved his goggles back over his eyes and in one swift motion took Fluttershy from her bed and started carrying her bridal style. Fluttershy immediately yelped in surprise from the Gray stallion's actions.

"Oh my!"

With another unseen smirk the odd surgeon took off running into the hallway leaving the rest of the ponies in the room dumbfounded at what just transpired. However, Twilight broke the awkward silence by asking a question that everypony except Redheart is thinking about.

"Who was that?"

/

Location: Unknown (Nightmare's Room)

Time: Unknown

Back in Lord Nightmare's room, Applebloom recently made herself comfortable on his couch just like Nightmare asked her to do. It wasn't long until the lord himself joined her holding two cups; one filled with apple juice and the other filled with a strange purple to black liquid. Applebloom got a glimpse of the Lord himself. He wore a strange black top hat that seems to be decorated to look like a jack-o-lantern's face. As for his clothes of choice he appears to be wearing a Victorian styled Tailcoat with a few modifications. However, the most striking thing he wore is his mask which appears to be made out of wood with carvings of chains and two letters N and E etched into it, and some parts of the mask seems to be covered in tape including his left eye leaving only the right eye visible. Overall despite the mask his appearance would be best described as a dark gentleman.

"Here you go child" Nightmare said pushing the apple juice in her direction.

"Uh… thanks?" Applebloom replied taking the cup reluctantly

"No problem...so what do you want to know?" he asked.

"H-Huh what?" Applebloom said in surprise.

"Heh, I know you desire answers for your predicament, and fortunately I'm the right person to talk to."

"O-Oh okay…" she said attempting to avoid eye contact with Nightmare.

However, he easily took notice of this and chuckled slightly

"Heheheh, relax child I won't hurt you. Paranoia told you this already."

Nothing was said for while: therefore, leaving the two in silence and the occasional sound of sipping juice. After a few minutes Applebloom finally spoke

"Just what are you exactly?"

Nightmare smiled underneath his mask

"I never thought you ask. Now where do I start?" he said as he pondered for moment.

"…Ah yes my name. As you already know most beings in this realm refer to me as Lord Nightmare, but that is simply a title passed down from previous leaders of the Nightmare realm. My real name is Fredrick Nightmarewalker or you can simply call me Nightmare it doesn't matter to me."

Applebloom then finally looked at Nightmare in the eyes with a confused look

"Your name's Fredrick?"

"Or simply Fred by a few" Nightmare added.

This earned a small bit of laughter from Applebloom

"Fred seriously?" she asked with a small smile on her face.

"Seriously, but then again what kind of name is Applebloom?" he retorted with humor in his voice. The comment quickly caused Applebloom's smile to turn into a frown

"Hey, Mah mom and dad gave me that name!" she replied with a bit of anger.

Nightmare couldn't help but laugh at the young filly's expense

"Hahahahah…and it's an fitting name for a young filly such as yourself, but enough about names please ask another question"

"Oh yeah! I almost forgot 'bout that. So… why did you have me foalnapped?"

Nightmare didn't say anything for a moment causing Applebloom to nervously sip her drink in the silence.

"…I'll be honest with you child I have no benefit in keeping you in my home"

"Then why foalnap me?"

"…I'm trying to get someone's help" Nightmare replied with an unnoticeably depressed tone that went away quickly as it came.

"Who's help?"

"Heh, you should already know by now who she is, but here's a hint she's friends with your sister"

"Friends with mah sister? But which one? She has small group of friends!"

"Then I suppose you have to figure that out by yourself"

Applebloom couldn't do anything, but complain at Nightmare's response

"Hey! No fair you said you'll answer my questions!"

"Sorry but I forgot to mention that I prefer to keep a few secrets to myself"

"…Fine but why are you going this far to get help? Shouldn't you just ask?"

Nightmare didn't respond immediately to the question but instead started to laugh much to Applebloom's confusion.

"Hahahaha…look at me child do I look like the type that should be trusted especially with a mask like this?" he said as he pointed to the mask in question. This caused Applebloom look away for moment while sipping the apple juice.

"That's… a good point actually even though you don't seem to be a bad person"

Nightmare again laughed lightly "It may not seem like it sure, but it doesn't mean I'm not a bad person"

"Wait, are you saying you are a bad guy?!" Applebloom said with surprise.

"I did not say that child, you did. Just like all the beings that live in the dream realm…" Nightmare retorted calmly. However, the mention of the dream realm took hold of Applebloom's curiosity.

"Dream Realm?"

"Oh don't act like you don't know. If there's a realm of nightmares then there's a realm of dreams. It's a simple concept really"

"Right…but you mention about 'beings' living there?"

"Yes...I did. They are called Dream Fairies even though they're not all fairies by nature"

"What do yah mean?"

"It's…complicated to say and I do not want to bore you with the details so let's move on to a different question shall we?"

As he finished his sentence he reached for his glass filled with a strange black and purple liquid, and to Applebloom's shock the liquid rose from the glass and spilt into thin streams that poured into the brims of his mask. Once the liquid was gone Nightmare made a satisfied sigh and placed the glass back onto the table.

"Okay…how about telling me what you just drank!?" Applebloom shouted.

"Oh that? It was blended nightmares, quite refreshing actually"

"You drink…nightmares?"

"Actually I think consume would be a better word"

"Never mind that! I just want to know why you eat your own kind!"

"…Why? Let's just say the letters carved in my mask is not simply for show…"

/

Location: Ponyville Hospital

Time: 9: 19 A.M

Nurse RedHeart took a deep breath before answering Twilight's question.

"His name is Grey Suture he's a doctor who happens to pop in here every once in a while sometimes out of nowhere"

Twilight became puzzled when Redheart mentioned that the surgeon they just met simply pops in the hospital whenever he's feels like it.

"Wait… so he doesn't work here?" Twilight asked.

"No he doesn't. Matter of fact he doesn't work in any hospital in equestria"

"Then how is he a doctor?"

"I don't know, but his skill as a doctor is close to perfect. He always knows what wrong with a patient just by looking at them, and when it come to operating on ponies he's considered a prodigy for his flawless work"

Twilight looked at her with eyes of amazement.

"That's incredible! With a reputation like that why he isn't officially hired?"

Nurse Redheart sighed

"That's…the problem when we asked him to join us he turned us down and when we asked why he simply said there are others that need my gifts."

This caught Celestia's interest

"That pretty noble. I wonder if he would consider working for me and my sister. Should he accept we will allow him to have easy access to the rest of equestria"

Nurse Redheart looked at the Princess with surprise

"Your highness you actually want to hire him?"

'I don't see anything wrong with it. Unless you know of reasons why I shouldn't?" Celestia asked with a raised eye.

Nurse Redheart nearly froze at the statement

"Err… I should be going I think a doctor needs me. Goodbye!" Redheart said leaving the room causing the remaining ponies in the room look at each other in confusion.

"Uh…Princess Celestia? Is there something we should be concerned about?" Twilight asked.

"No the nurse said the doctor is a prodigy when it comes to surgery, so there is nothing to be concerned about" she replied with a warm smile.

"If you say so" Twilight said though still confused about topic involving the doctor.

"However let's get back on topic Twilight before we were interrupted. I believed you were asking me on where to go am I right?"

"Oh right! I almost forgot! So… do you have any ideas where we should go?"

"Actually I do. Remember me and my sister's old castle?"

"You mean the place where we first got the element's of harmony?"

"Yes, go and hide there while my sister, the royal guards, and I stall the next foalnapper"

"Right! Because if the next foalnapper doesn't take Spike before morning time. Then we win the challenge!"

"Exactly Twilight. Now go get ready to leave before nightfall the remaining royal guards will take you and your friends to the old castle and watch over you just in case the foalnapper has a trick like his brother"

"Okay, you hear that girls get ready to leave!" Twilight shouted.

However Rainbow Dash still had a concern

"Wait a minute! What about Fluttershy? She asked.

"Unfortunately due to her condition she must stay here in the hospital to recover from her injuries. But since the foalnapper is going after Spike we shouldn't have to worry about her safety" Celestia answered.

"Oh okay then"

...

It took most of the day for Twilight and her friends to get ready to leave, and small part of it is due to Spike informing Twilight that Owlicous was found passed out in the closet and Twilight informing Spike that he is marked to be foalnapped. They eventually meet up with some of the royal guards Celestia mentioned before taken to the old castle. Although, it's mostly in ruins now the castle will be their unofficial hideout for the night.

/

Location: Unknown room

Time: 6:15 P.M

While Twilight and her friends put their plan into motion a lone figure was waiting for nightfall to come. The figure was simply sitting legs crossed in dark room staring at the wall. The blank wall which seems to be made out of concrete is being used as a screen for a hidden projector. What was being shown is a countdown before nightfall and the eventual image Spike labeled to the figure as 'Your Target'.

"…Dra…gon…dra…gon…is…Fear's…prey…"

/

Post-Author notes

Well that ends another chapter which is unfortunately another filler, but hey next chapter is going to introduce another Nightmare Brother whose name has been already been mentioned. Honestly, I still feel like I could have done better on this chapter, but that may be the artist soul in me telling me to add more to a complete painting. Anyway again tell me what you think about this chapter and the story so far if you can. This is TheFoolOfTheNoon signing off.


	8. Chapter 8

Chapter 8: Fear the Insatiable

Pre- author note:

Happy Birthday to me! Today, I turn one year older or if you're reading this at a different date then my birthday date when this chapter is posted is 07/08/2014. Any way that's what's going on in my life, but enough about me. On with the show!

**Random Nightmare Brother Fact: Fear's adrenalin is quite tricky. When it's low Fear moves, and talks very slowly. When it's normal he talks rather rudely, and tends to be sarcastic. However, when his adrenalin goes beyond normal… let's just say there's a reason why Paranoia made a machine to monitor his adrenalin levels.**

/

Location: Ponyville (Twilight's House)

Time: 7:57 P.M

Time has passed at Twilight's house now sitting quiet without its owner. However, the house is far from empty.

"Luna… it's time" Celestia said to her younger sister breaking the silence.

"Right…" Luna replied with nod.

The sisters then proceeded to move the sun and the moon turning the dusk sky into full night. The sisters looked at each other once more before nodding, and turning to their respective guards and telling them to take their positions. After the royal guards have taken their positions the two princesses casted a spell that rendered them and the guards' invisible temporary. With the preparations finally done all that is left for them do is wait.

/

Location: Celestia's and Luna's Old Castle (Camp: Mane Six Tent)

Time: 8:00 P.M

"And now it's officially nighttime" Twilight said looking at her pocket watch.

"Which means this Fear character is now out there in Ponyville looking fer Spike" Applejack said voicing the obvious thought on everyponys mind.

"Exactly…" Twilight responded with hint of uneasiness.

Rainbow Dash noticed this and attempted to ease her friend's worries.

"Hey c'mon Twilight lighten up. There's nothing to worry about. I mean sure the last foalnapper took us by surprise, but remember Celestia and Luna has the next one covered"

Twilight look at her friend and smiled weakly.

"Thanks for trying to make me feel better Rainbow Dash, but I still feel like we're not out of the woods yet"

"Twilight this Fear guy will going up against not just Princess Celestia and Luna, but also a small army of Royal guards. He doesn't stand a chance!"

"Rainbow Dash's right Twilight. I mean how can one guy win against odds like that! You have to be like super duper crazy strong!" Pinkie Pie added.

"Your right, but…"

"But… What Twilight?" Rainbow Dash said slightly annoyed from Twilight's worrying.

"Er… Never mind I'm probably over thinking things. Besides there's something I need to look into" Twilight said while snapping herself out of her worrying state.

'Something' became the magic word that caught her friends' ears because they all asked the same question.

"What do you mean 'something'?"

Twilight could only sigh in frustration knowing it might take a while to explain the journal to them. "Okay but this may take a while to explain"

"Well we literally have all night, so go ahead" Rainbow Dash said casually.

"Yes do tell us Twilight. It has stimulate my interest"

"Yeah!"

"Honestly Twilight, I would be surprised if you didn't have something worth explaining"

"Alright then, just let me take it out first"

"It?" everypony said in confusion except for Twilight, and the guards who were patrolling the area at the time.

Twilight then used her magic to pull the brown colored journal she found in her library. "Well here 'it' is" she said while giving everypony a good look at the journal.

"A journal? That's what you're looking into?" Rainbow Dash asked confused.

"Not just any normal journal, but a journal belonging to being not of our world"

"What do yah mean not of our world, Twilight?" questioned Applejack.

"Think about it Applejack. It's obvious that Panic came from a different world since he doesn't appear to be any race found in Equestria; furthermore, he has the appearance similar to a human being like the one's I met through the mirror"

"Wait your saying that he came through the mirror, but isn't that impossible?"

"Yes it is. Which why I'm looking into this journal because I found it in my library the night we all been attacked by the Nightmare Brothers"

"Hold on Twilight, are you saying that there's a connection between that journal and the foalnappers?" Rainbow Dash said still trying to get a hold on the conversation.

"Well that is a possibility, but…" Twilight said while looking at the ground in embarrassment.

"But what?" Rainbow Dash asked impatiently.

"Well…I just started reading the journal, so it might be too early to tell. However, the name of the owner of this journal can be connection by itself"

"So what the owner's name darling?" asked a curious Rarity.

"Sir Desmond DreamWalker"

The name earned mixed reactions within the group except for Twilight. The reactions ranged from confusion to admiration of the name. However, before they continued to talk about the name little footsteps were heard walking to their location.

"Hey guys what you have been up to?" asked a certain baby dragon.

Twilight was the first to answer Spike's question.

"Well the girls and I were having a conversation until you walked in" she said doing her best to leave out the nature of the conversation.

"Oh, sorry about that I just came to see how you guys were doing, and since well… you know" he said in a slightly depressed tone.

Everypony looked at each other feeling sympathy for the baby dragon considering the situation he is currently forced into; therefore, it didn't take long for them to develop the same thought. However, Rarity is the one that spoke their common thought.

"Spike darling would you like to stay with us and listen in our conversation? I mean if you want to that is"

Spike's depressed mood immediately changed into a happier tone. His mood improved even further when Rarity offered a seat next to her. Twilight just shook her head in amusement at Spike's elated face before speaking again.

"Well since Spike is joining our conversation we might as well fill him in"

Everypony agreed to the notion gave Spike a quick recap of the conversation and its subject. Expressions of confusion, surprise and deep thought flashed across Spike's face during the recap leaving him with plenty of questions to ask.

"So… does anypony think this Dream Walker guy might have a connection to the foalnappers?" he asked.

"It's too soon to say Spike I just barely read the first two entries" she replied.

"Well you have his journal Twilight, so we should read more of his entries. Who knows maybe we'll find a connection"

"Might as well since any new information relating to the Nightmare Brothers would be helpful at this point"

Twilight then opened the journal with her magic, and started scanning the entries she came across with her friends. A few minutes passed and nothing in the entries they read so far points that Desmond has a connection to the Nightmare Brothers, but it did show how much he cared for his mother and the experiences he shared with her.

"Hmmm…nothing still, but he seems to be a respectable person" Twilight said taking her eyes off the journal to look at her friends.

"Indeed he really does value family very much especially his own mother" Rarity added.

"Well I can respect that, but why is his mother younger than him?" Applejack questioned.

"I agree with Applejack. He sounds way older than his mother" Rainbow Dash said

"Hey! Don't forget that he didn't know too much about birthday parties!" Pinkie Pie shouted.

"I think you mean he only had a few birthday parties Pinkie" Spike added.

"Well that too!"

Twilight mentally sighed that this is basically the same information she already gathered. The entries left questions, but no answers. _"There has to be a connection I know it! But the only connection this journal has to the Nightmare Brothers is it appeared in my library the night they attacked. Well there still a good amount of pages left in the journal, so bound to find something… hopefully not related to just his life with his mother…"_

/

Location: Ponyville (Twilight's House)

Time: 8:17 P.M

Princess Celestia and her sister Luna continued to wait for the foalnapper targeting Spike with the Royal Guards. The silence in the air kept the tension high leaving everypony focused at the task at hand.

…

An hour has passed and the foalnapper has yet to be sighted.

"Sister, are you sure the foalnapper is planning to come here?" Luna asked unsure.

"Don't worry Luna I know he's coming. We just need to be patient" Celestia responded with a hint of seriousness in her voice.

"Okay I just don't want our efforts to be for naught"

…

A few minutes passed and the sounds of dragging chains could be heard in the distance causing everypony to take an offensive stance.

"Get ready to attack on my mark…" Celestia said quietly to the Royal Guards who only looked in the direction of the sound with eyes of resolution.

The sound of chains grew louder as a figure stepped out of the darkness into the moonlight. Celestia and Luna's eyes widen as they looked at the figure's appearance, he certainly lived up to his name. Firstly, his skin color is ash grey with some odd markings branded into his skin. Secondly, the foalnapper wore a gas mask hiding his face from those who look upon him. He also wore long chains wrapped around his forearms, waist and has a ball and chain connected to his left foot. Thirdly, his only piece of clothing was some gray ripped up jeans. However, his most striking feature was the odd looking machinery connected to his upper body which seems to stick out a bit from his upper back.

"…Dra…gon…is…Fear's…prey…" Fear spoke with an absent mind as he walked closer and closer to Twilight's front door.

"That creature certainly came from the realm of nightmares, but in all my time traveling through the dreamscape I never seen a nightmare quite like this" Luna said to her sister.

"I agree with you Luna he is definitely not from something a pony would have created on accident. However, he seems…distant, mentally" Celestia added.

"It would be an error sister to judge an enemy we know nothing about"

"True…let's wait for him to enter Twilight's home, so we can block all his escape routes"

"Agreed"

Fear eventually reached Twilight's front door, and for a moment just stood there much to the confusion of hidden Princesses. However, it wasn't long before Fear struck the door with a closed fist effectively causing the door to shatter into numerous pieces.

"…Dra…gon…" Fear spoke again in a voice devoid of emotion.

Celestia and Luna's eyes again widen from the impressive feat looked to have taken no effort at all.

"Looks like his brother wasn't exaggerating about his strength" Celestia commented.

"Indeed…" was all Luna could say.

"Well there no time to be awe struck. Guards! Get into position!"

The guards saluted before taking their positions around Twilight's home effectively surrounding it.

…

Meanwhile, Fear continued to explore the inside of the house at his own pace, only stopping in his tracks momentarily to lift his gas off to reveal his nose and mouth. He then proceeds to sniff the rooms in order to find baby dragon's scent. However, his nose picked up a different scent.

"…Food…"

He then trudged his way into the kitchen and began to scan the area for the one object he recognizes; the refrigerator.

"…Re…fri…ger…ator!…" he said with a small hint of excitement.

Fear walked closer to the refrigerator and proceeded to rip off the door blocking him to his meal. He then scanned the fridge hoping to find the food item on his mind, but he didn't which cause his excitement to die down.

"…No…meat…but…will…take…rest!..." he said hungrily.

He then proceeded to attack and consume what food items that are in the fridge including milk, cheese, and even left over pancakes. After clearing out the fridge he went straight for the freezer and began chomping on ice, frozen waffles, and whatever else you can find in a freezer. Once he was finished he let out large belch; however, he still retained a look of dissatisfaction.

"…Still…feel…empty…but…bro…ther…said…don't…eat…all…"

…

Princess Celestia and Luna couldn't believe what they have just witness.

"…Sister did he just ate everything in Twilight's Refrigerator?" Luna asked in shock.

"Yes Luna…yes he did…" Celestia replied in equal shock.

…

"Well shouldn't we stop him?"

Celestia didn't react at first. She was still absorbing the fact there is another being in this world could eat food as fast Pinkie Pie.

"Sister…?" Luna asked with mix of confusion and worry.

"Guards! Mobilize now!" Celestia shouted causing all the Guards to immediately enter Twilight's House and surrounded Fear in attack ready positions.

"…Huh?..." Was all Fear could say when he saw the Guards surround him.

"Stay where you are! You are surrounded!" shouted one guard.

"You are outnumbered! Surrender peacefully and nobody has to get hurt" Shouted another guard.

Fear looked around himself seeing each and every Guard's face, seeing a deeply buried fear of his incredible strength.

"…Flies…" he said lowly.

"What was that? I couldn't hear you." asked one of the guards.

"…All…I…see…is…FLIES!" Fear roared at the top of his lungs causing everypony in the area who wasn't sleeping to cover their ears at the intensity. Unfortunately, Fear took this chance to grab one of the guards by the front legs, and started swinging him around effectively decimating the surrounding guards. However, before Fear could continue the beginning of his rampage. He felt a strong force grab hold of him and dragged him out of the house where more guards were waiting for him, and two certain Princesses with angered expressions.

"…Princesses…make things…difficult" he said as he was brought to face the royal sisters.

"Sorry if we're making your job difficult, but we simply cannot allow you to take my former student's assistant" Celestia said with bit of sarcasm in her voice.

"Also we cannot have you disturb the citizens of ponyville from their peaceful slumber." added Luna.

Fear just stared at them for a moment before responding.

"So this…is trap?..." he asked.

"Why yes, yes it is" Celestia said with amused smirk.

"…Then should've brought…bigger army!" Fear shouted as he slowly broke free of Celestia's and Luna's combined magical grip.

"What!?" Celestia and Luna shouted simultaneously as they recoiled slightly from their magic being broken.

As Fear landed back onto the ground he took out two hand axes and charged into the small army of Royal guards. What happened next can be considered a massacre, for Fear viciously attacked one guard after another brutally beating each one to an each of their life with his two axes. Celestia and Luna attempted to stop his ruthless onslaught, but each time they tried to use their spells on the nightmare he either just simply dodged them or reflected them at another guard.

"Sister this is getting out of control!" said a panicked Luna.

"I know!" responded Celestia.

"What should we do?"

"We have to use our full power Luna" Celestia said solemnly.

Luna couldn't help but gasp.

Sister, are you sure you want to risk that?!"

"He left us no choice Luna we have to risk it"

"Okay then…but if we fail then we will have no power left to stop this beast"

"We won't fail Luna…" was Celestia had left to say before she starting charging her magic power with Luna doing the same.

However, the moment they started charging Fear was already finish with the Royal Guards having untold amounts strew across his feet. Although, it doesn't seem like it, Fear's personality drastically changed. He scanned the bodies around him only to spot one guard attempting to stand. He quickly made his way to the guard and stood right in front of him. The guard looked up only to see gas mask staring back at him.

"I wouldn't try to get up if I were you…" Fear said to the guard before raising his foot and stomping guard back into the ground earning the sounds of ribs breaking and a cry of pain from the guard.

"Now…tell me where the baby dragon is or I make sure the rest of you is in pieces!" he said proving his point by stomping on the guard's left hind leg and snapping bone inside into two pieces.

"Grahh! N-Never you f-foul creature!" the guard managed to spit out.

"Heheheh…I was hoping you say that pal" Fear said as he raised his foot and promptly stomped the guard's other hind leg.

"Ahhh!"

"Ah yes it hurts doesn't it? Then again the breaking of bones tends to have that effect…hahahaha. Besides you know how to make it stop. Just tell me what I want to know and I won't have to break the rest of your limbs like twigs."

The guard's only response was spitting blood onto Fears mask in an act of defiance. However, Fear only laughed at this action while wiping the blood of his mask.

"Hahaha…have your way…" he said.

Fear again raised his foot, but instead of stomping the guard's leg he stomped the guard's lower back effectively paralyzing him from the waist down. The guard screamed in agony while Fear could only laugh at his victim pain. Fear then took a moment of silence to listen to the guard's screams and enjoy every second of it.

"I love hearing screams of agony in the dead of night. Speaking of dead, your awfully close to that are yah?" he said literally adding insult to injury.

The guard didn't respond, but instead continued to scream in pain due to the injuries cause by Fear.

"Hey I'm talking to you!" Fear shouted as he grabbed the guard by the neck and pulled him up, so they were meeting eye to eye. "Yah know I still haven't got my answer. Last chance, tell me where the baby dragon is hiding and I might let you live" he asked while tightening his grip around the guard's neck. However, due to Fear's grip the guard couldn't talk at all.

"*COUGH* *GACK*"

"Oh so sorry that isn't an answer in my book" Fear said with an unseen smile, but right before he could tighten his grip further he blasted away by a strong beam of magic into the outskirts of ponyville.

"Ow… that actually hurt, but… that means somebody strong is nearby! Now that's the stuff that get's my adrenaline pumping!" Fear said as he stood from the large dirt trail he unintentionally made. However, as he got up he instinctively dodged two more beams of magic seeking to end him. "Well now I thought you two gave up trying to hit me with you're a short while ago. Good thing I was wrong or I wouldn't have seen your full power Princesses" he shouted mockingly.

Princesses in question now looked completely different. Celestia and Luna now both glowed in great power with Celestia's normally light rainbow mane now being covered in golden colored flames, and Luna's body covered in white glowing marks with a vivid blue aura.

"So many good colts and stallions now lay broken because of you…" Celestia said in a menacing tone.

"Especially, the brave one who refused to reveal Spike's whereabouts to you…" Luna added with sympathy.

"Well boo hoo what you want to do? Apologize? Say 'hey sorry for breaking nearly every bone in your fricken body!' Well excuse me Princess for doing what I love" Fear retorted sarcastically.

"No…we don't want apologies, for it's already too late to beg for forgiveness…" spoke Celestia.

"Indeed, for your crimes now weigh heavily upon you. In the name of Equestria…" Luna said as she trailed off.

"YOU SHALL BE PUNISHED!" yelled Celestia and Luna in unison.

"Heh, dramatic just like one annoying idiot I know, but enough talk I plan on making toothpicks out your horns!" Fear once again pulled out his axes, and then let out a fierce roar before charging towards Celestia and Luna.

However, Celestia and Luna just stood their ground, and as Fear leaped up to strike their horns he was immediately immobilized by a magic hold.

"Ahhh… not this bullfeces again!" shouted Fear as he struggled with the reinforced magical grip. Unfortunately, he didn't have to wait long in the grip, for Celestia simply pointed her head upwards and Fear was thrown into the sky at sound breaking speeds almost reaching space. As he reached the peak of the height he was thrown Luna appeared above him, and blasted him with a barrage of high powered magic missiles causing him to crash back into ground below with high velocity.

Fear slowly climbed his way out of the newly made crater while laughing as he got out. "Hahahaha! Looks like I left my mark on the world, but…starting to feel all cracky heheheheh" true to what he said Fear's bare skin started to crack like glass. "But…if only Paranoia took this thing off my back then I can really unleash the monster inside…" he said with mock lamentation.

However, before Fear could finish his thought he found himself again in another magic hold. "This again?! Really?!" However, instead of being thrown he felt a burning sensation all over his body. "Well… ain't this fantucking fastic. Now I'm being roasted!" he yelled.

"Sunlight is a natural weakness of Nightmare's. All I'm giving you is a taste of what the sun feels like." Celestia explained coldly.

"And me without my sun-block! Ahh!" Fear shouted angrily and in pain.

In response to his outburst Celestia increased the intensity of the flames, and continued to burn Fear in its inferno.

"Graaaaaahh!" Fear screamed as his skin became charred black from the burns, and it wasn't long before he went limp from the pain.

Celestia saw that Fear was no longer moving and promptly released her hold on him causing his body to lie out like a ragdoll. It wasn't long before Luna appeared right next to her sister inspecting the charred body.

"…Amazing, I can still feel his life force. Normally, such close proximity to the Sun simulated or not would destroy normal nightmares, but he obviously already shown that he is no normal nightmare" she commented.

"Indeed, but he should be incapable of moving for the rest of the night" added Celestia.

The sisters then reverted back to their normal states looking exhausted. "It may have taken our full-power, but tonight is where it ends" Celestia said while panting a bit.

"All that is left to do now, is wait for our strength to return, so we can get medical attention to the wounded as soon as possible" Luna added.

"I'm just relieved that Twilight and her friends won't have to deal with this menace"

"Hopefully they found a good place to sleep in our old castle sister"

Celestia chuckled slightly "I wouldn't worry about that. The guards know their way around"

"Heh I supposed they have to or else they would be lost too"

The two sisters just sat there laughing with each other glad that the foalnapper is stopped. However, unbeknown to the sisters the charred body of Fear started to move. Fear slowly took out an odd cylinder shape object and pulled a pin off of it. A few seconds later a bright light flashed blinding the two princesses.

"Ah! My eyes! Sister, is this your doing?" Luna asked surprised.

"No it wasn't, at least not this time!" Celestia responded while rubbing her eyes.

"If it wasn't you. Then who's responsible?"

Once their eyesight returned Celestia and Luna made a horrific discovery; Fear's burnt body is gone.

/

Location: Celestia and Luna's old castle

Time: 10:15 P.M.

Meanwhile…back with Twilight and the gang. They have made new discoveries within the journal. First, they learned that Desmond's mother's name is Joeclyn, but obviously that's just a part of what they learned. They also found out that she had the ability to cross-into the world of dreams and while in the dream realm she is able to use magic. Secondly, Desmond is often ignored by his 'mother's' family, and when she tried to show them Desmond to them they claim to see nothing in the area she points at. Thirdly, the world they live in is at times invaded by creatures of the nightmare realm. Because of this they worked together stopping them from hurting the people she cared about. Finally, because of these actions against the nightmares they caught the attention of the Dream Society which is made up of the Dream realm's denizens; the Dream Fairies. They offered to let them join their ranks to help stop nightmares from attacking the waking world.

Twilight and her friends would have loved to learn more about Desmond and his mother's adventures that point onward, but after that entry the rest of the pages were blank.

"Huh…I guess he didn't make any more entries" commented Spike.

"That can't be, there still a good chunk of the journal left unused" added Twilight.

"I agree with Twilight, it is a bit odd for entries like these to end so suddenly" said Rarity.

"But, if the entries don't end there. Where are the rest of them?" asked Rainbow Dash.

"Ooh! Ooh! Maybe the rest are written in invisible ink!" Pinkie said causing everypony in the room to look at her in surprise. "What? Too farfetched?"

"Actually Pinkie, I think you might've just hit the nail on the head!" responded Twilight.

"'Fraid you lost me Twilight. How does anypony write using invisible ink?" questioned Applejack.

"Well actually he didn't used invisible ink...well not exactly a unicorn made one, but it's possible that he used lemon juice to write the rest of these entries"

"But how does writing in lemon juice make your writing invisible Twilight?"

"Easy, lemon juice writing is barely visible to begin with but once it dries the writing made with the juice disappears, and the only way to see the writing is to put it under a certain light" Twilight explained.

Applejack was about to ask another question until everypony heard the cries of pain from the guards assigned to them outside their tent. When they looked out their tent they were met with a horrifying sight. The guards are strewn across the floor not moving. Their bodies covered in bruises, and gashes. Their legs have also been broken in several different places as if to prevent them from escaping. However, before Twilight and her friends could get a hold of what's going on they heard a scream from Rarity. When they turned around what they saw truly paralyzed them in fear. What they gazed upon was their friend Rarity being choked by a terribly burnt man whose skin is cracking in a few places. When they looked at the man's face they saw what remained of the gas mask Fear wore. The mask was almost completely destroyed which; as a result, revealed Fear's entire face. He has markings on his head that look similar to the ones found on his body. He also seems to be bald, but the part of his face that gained the most attention is his burning yellow eyes which are now forever burned into Twilight's mind.

"The dragon, give him to me!" Fear roared snapping Twilight and her friends out of their paralysis.

"Why should we give Spike to you?!" shouted Rainbow Dash.

"Oh, you wouldn't like the alternative…" Fear said with a sadistic smile.

Twilight began to ready a teleport spell until Spike spoke up.

"Hold it!" he yelled gaining everypony's attention.

"Spike! What do think you're doing?" Twilight asked in confusion.

"I'm…giving myself up Twilight…" he said in a sadden tone.

Everybody was against the idea, but Applejack was the only one who voiced everypony's thoughts "Are you crazy!? That's what he wants!"

"I know…but he's threatening Rarity's life if I don't come quietly"

"He's right you know…any funny business she dies. Especially, the little trick you planned on using Twilight Sparkle" Fear added while surprising Twilight in the process. "Hah…now you know you can no longer deny the inevitable. Come over here…" he said with a beckoning finger.

"Only, after you let Rarity go"

"Right… the marshmallow. I will let her go once you're over here standing before me"

"Agreed" Spike said despite the protests of his friends.

"Spike!"

"Don't do it!"

"Why are you giving in?!"

"Dang nabbit Spike…"

Spike walked until he was in front of Fear just barely meeting up to his kneecaps.

"Heh…smart dragon"

"Fear…our deal" Spike said in a serious tone.

"Right…" Fear said while letting go of Rarity's neck causing her to fall to the ground, and gasp for lost air. While she was gasping for air Fear grew black feathered wings from his back and used it to cover himself and Spike.

Rarity once she gained enough air to speak could only cry out sorrowfully. "SPIKE!"

Spike through the small gaps of Fear's wings could only say a few words. "Rarity…I'm sorry…"

The wings stretched until it completely covered Fear and Spike, and once it covered them completely it retracted revealing that they both disappeared into nothingness.

Rarity, who still remained on the floor, burst into tears and whispered "…spike…why? …why did you give in?"

/

Post Author notes

And there's Fear folks. Go ahead and tell what you think of this chapter and of Fear himself. Other then that I don't have much else to say other then goodnight!


	9. Chapter 9

Chapter 9: Message from Fred

Pre-Author Note's

Again this chapter took a while, but no matter. It's here for your reading pleasure; however, as a reminder I accept reviews that are helpful for my development as a writer. I remind you all because I see a lot of readers, but apparently they are quite shy or simply have nothing to say. Again, it will give me further motivation to get chapters done faster if people let me know how they feel about this story. Besides that, thank you for reading my story.

**Random fact about the Nightmare Lord: Despite his fearsome reputation Lord Nightmare (AKA Fredrick NightmareWalker) has taken up a hobby in stargazing. Some nightmare's wonder why he would take such a hobby, but most are too scared to ask.**

/

Location: Celestia's and Luna's old castle

Time: 10:19 P.M

Celestia and Luna after having the injured teleported to Ponyville's hospital they flew as quickly as they can to Twilight and her friends hoping the worse hasn't happened yet, but sadly when they reached where Twilight and her friends campsite, all hope they had was immediately dashed. What they saw is the writhing bodies of the guards they sent with them moaning in pain and agony. They asked the guards where Twilight and the rest are; the guard pointed to their tent which wasn't very far away from the main camp. Once, the guard told them that he heard screaming over there Celestia and Luna immediately made their way over after teleporting the beaten guards to the hospital.

When they got to the tent they were relieved to find it undamaged, but the feeling was short lived as they found Twilight and her remaining friends attempting and failing to comfort a grieving Rarity. Twilight took notice of their presence and greeted them with a somber expression "Princess Celestia…Princess Luna…we couldn't stop him…" she said with a voice full of sadness and regret.

Celestia looked at her with sympathy knowing that they didn't have the strength to face Fear; however, she noticed that Twilight and her friends are physically unharmed. "Twilight, I'm glad you're safe, but what happened? You and your friends seemed to be spared from Fear's wraith while the guards suffered heavy injuries."

However, before Twilight could answer Rainbow Dash jumped in and cut her off. "Hey, we should be asking you that! I mean you should have creamed that guy!"

Celestia sighed while putting her hoof to her head. "It's a long story, but please tell us what happened here first."

Rainbow Dash grunted a bit before backing off and letting Twilight answer. "Spike…we couldn't stop him" she said while on the verge of bursting into tears like her friend Rarity.

"Twilight, please calm down I know it's painful that you lost Spike to Fear, but we need to know what happened" Celestia said in a soothing tone.

Again before Twilight could answer one of her friends cut her off; this time it was Rarity. "Spike… gave himself… up to save me…" she said while tears still cascaded down her face. "He…did it…because…that…that monster was going to kill me!" After explaining what happened into one convenient summary Rarity continued her crying.

Celestia and Luna could look at each other with dismay knowing that if they haven't let their guard down, young Spike wouldn't have to make such a decision. Celestia then looked back to Twilight and her friends, and explained what happened in their encounter with Fear. They covered every detail from waiting for the nightmare to appear to the fight that broke out afterwards. They also explained that Fear had enough strength and skill to be on par with their magic power forcing them to go full power, and once they did they quickly dispatched him. However, despite being burn to a crisp Fear still held on to life and while he was incapacitated still managed to listen in their conversation, and use some sort of strange bright light to blind the both of them while they were resting.

Twilight and her friends could only look at the Princesses with shock and horror. The Nightmare Brothers are truly something to be feared.

/

Location: Lord Nightmare's Room

Time: Unknown

Meanwhile…in the Nightmare Realm, Fredrick and Applebloom are still having a friendly, yet weird conversation. "So…that's why you wear masks?" she said confused.

Fredrick chuckle slightly before responding "Indeed dear Applebloom I have no other simple answer then that"

Applebloom still remained confused "If you say so, but if you ask me I still don't quite understand"

"I suppose that you yet to reach that level of understanding, but I guess that's fine right now" Fredrick said earning a reaction from Applebloom. However, before she could speak her mind Fredrick placed his finger on her lips "Hold on to that thought my dear it appears we have more company" he said with a hint of glee.

True to his words a black pair of wings appeared in the room and unfolded themselves to reveal a burnt Fear and the baby dragon Spike. As the wings folded themselves back into position on Fear's back, Fear immediately fell face down to the floor earning a small fit of laughter from Fredrick. "What's the matter Fear? Two princesses too much for you?" Fear could only grunt in response due to being too tired from the fight. "I'll take that as a yes, but no matter we have a new guest! Spike was it? Please come over here and join the conversation we have much to talk about."

Spike looked at Fredrick with a confused look. _"Is this Lord Nightmare? Not exactly what I was expecting…"_ However, before he could think about it further Applebloom caught his attention "Hey, Spike come on and take a seat this Nightmare guy isn't so bad as we think…well he still bad, but not on the level we thought he is." Spike could only sigh in frustration at the situation he's currently stuck in _"I gave myself up, for Rarity. Remember that Spike…this is going to be a long night isn't it?"_

Spike, after mentally preparing himself took his place on the couch right next to Applebloom, and it wasn't long before Applebloom filled him in on what she learned from the Nightmare Lord himself. Spike face during the recap changed from looks of disbelief to confusion. "You're doing all of this just to get somepony's attention?!" He yelled angered by the fact all the suffering his friends are going through is just to get one pony's attention.

"Not just anypony Spike he's say's that the pony he's looking for is friends with my sister" Applebloom added.

"If that's true then that means it could be either Twilight, Fluttershy, Rainbow Dash, Rarity or even Pinkie Pie! Grr… if you need help so bad then why couldn't you ask them yourself!? Instead of causing my friends to suffer!"

…

"Uhh…Spike does he look like the sort of guy that would just walk up to somepony and ask for help?" Applebloom said with a deadpanned tone.

"No, but he's apparently a type of guy who sends monsters to do his dirty work!" Spiked yelled.

Fredrick only laughed in response "Dear Spike you do realized your friends are currently in challenge of my design and made with my rules, so in other words I'm actually playing fair."

"Fair!? You send that burnt up monster after us!"

"Honestly, he didn't look like that when I first sent him out. I believe your two Princesses did that to him" Fredrick said keeping a refine tone. "Besides, all I told him to do is to beat any guard or pony within an inch of their life that get's in his way"

Even though he said it nonchalantly Applebloom was quick to respond "What!? You mean that charcoal monster lying on the floor could have hurt mah sister and her friends! I thought you said they weren't going to get hurt!"

Fredrick sighed at Applebloom's outburst now regretting having Spike joined their conversation. "Great…just great. Here I thought we can have a nice friendly conversation, but no you have to go and ruin it."

"What else are you not telling me?!" Applebloom demanded.

"Other than the fact I'm trying spare you from the gruesome details of what I do. There is in fact something else I left out in my explanation of the challenge."

"What would that be?" Spike asked.

"That I give free medical care to those who are critically injured and to a lesser extend bring life to those who have expired" Fredrick replied with a deadpan tone.

…

Spike became speechless not knowing how to respond, but fortunately Applebloom responded for him "Wait you mean that even though ponies may get hurt in your challenges you send somepony to fix them up?"

"Of course! I may be untrustworthy to some…okay to nearly everyone who knows me, but it doesn't mean I'm not thoughtful person. I'm aware that someponies may get hurt that's why I send my best doctor to fix them up" Fredrick replied with revived enthusiasm.

"Hold it! Just who is your best doctor?" Spike asked.

"Heh…funny, I believe dear Applebloom already met my best doctor" Fredrick said while waving his hand in her direction.

"Wait, I do?" Applebloom said confused.

"Now, Applebloom don't tell you don't remember Paranoia?"

Applebloom started thinking for while trying to remember who Paranoia is. It took a few moments but she was finally able to remember who Paranoia is. "Oh yeah, he's the weird but really nice bird guy…wait he's a doctor?!"

"The best, though a bit unhinged when performing surgeries…"

"Wait…what do you mean unhinged?" Spike asked with suspicion in his voice.

"Err…that's not important my little friend. All you need to know is that he excels at what does that's all" Fredrick responded while pretending to be nervous.

Spike wanted to question him further about Paranoia, but knew he wasn't going to get much out of Fredrick so he decided to drop it for now "Sure…whatever."

"Now… before we proceed any further in this conversation. I wish to ask a favor of you Spike" Fredrick asked kindly as possible in order to get a positive response. However, Spike quickly shot him down "Whatever it is I won't do it"

"Aww…don't be like that. Don't you want to tell your friends that you are alright?" He said nicely.

…

"Come on, you know you want to…"

Spike continued to stay silent he did not want to give Fredrick the satisfaction of him giving in. However, Spike's silence was broken when Applebloom's words breach his thoughts "It won't hurt to send a message back to our friends Spike. Besides, I really want to tell my sister that I'm okay"

…

"Please Spike…"

"You heard her Spike…do you really want to let her down?" Fredrick said with an unnerving tone.

Spike knew he was backed into a corner. He didn't want to give into Fredrick's request, but he also didn't want to disappoint Applebloom either. _"Darn it! He led me into a trap…grrr looks like I don't have much of a choice here…"_

…

"Well? What's your answer?"

"…Fine, you win. What do want?" Spike asked begrudgingly.

"Good boy, I'm glad that you are 'willing' to help me in my request. To repay your kindness I will allow you and Applebloom to send a message to your friends"

"Whatever…what do you want anyway?"

"It's simple, just like you I want to send a message to your friends, but only to one in particular"

"And who will that be?"

"You should already know by now, but if you don't then let me enlighten you. I want you to help me send a message to Miss… Twilight Sparkle"

/

Location: Ponyville Hospital

Time: 10:27 P.M

After gathering their thoughts Twilight and her friends returned to Ponyville Hospital to check on their friend Fluttershy while the Princesses checked on the royal guards. The hospital in question was in utter chaos as Doctors and Nurses rushed down hallways carrying the near unconscious bodies of the Royal Guards who attempted to stop Fear. Twilight and her friends could only look at them with faces of pity knowing full well they did all they can. During the walk to Fluttershy's room the remaining mane six still had many questions on their mind. The most important question however is; just who is Sir Desmond DreamWalker, and what his connection to the Nightmare Brothers? They continued to ponder this until they reached the door to their friend's room.

When they opened the door they found Fluttershy sleeping with Doctor Grey Suture by her bedside monitoring her vitals. They heard him mutter a few things, but couldn't make out what he said. Rainbow Dash was the first to walk up to the doctor "Uh… hey doc how's she doing?" she asked nervously.

Grey immediately turned to face Rainbow Dash while removing his surgeon mask and moving his goggles upwards "Well unlike the bunch of guards who just checked in she's going to make a full recovery. However, she does need her sleep, so if we are going to have a conversation let's take it outside" he said while beckoning them to follow him outside.

They exited the room and immediately Grey started the conversation "I guessing you girls are already aware of what going on around here huh?" The remaining mane six didn't answer his question, but instead attempted to change the subject.

"Actually we wanted to know if the surgery was a success" Twilight replied with a bit of nervousness.

Grey looked at her with a questioning look, but ignored his suspicions "Well if you must know it was a big success. Like I promised she will fly again all she needs to do right now is rest." He said causing them to express sighs of relief.

"Thank you Doc. I'm really grateful that you're able to help my friend fly again." Rainbow Dash said with a voice full of gratitude.

"Think nothing of it. I was just doing my job" he replied. However, before the conversation could continue Nurse RedHeart ran towards the group "Doctor!" she yelled. Grey's face immediately took a serious tone when he saw RedHeart's face "What is it?" he asked in tone far different then his lighthearted one. "We have a patient in dire need of surgery for the lower part of his body!"

"How bad is it?"

"His lower spine and his two back legs are shattered!"

"*Crap* Okay prep the patient for surgery I'll be right there"

"Right!" Nurse RedHeart said before taking to get the patient ready. Grey then turned back to Twilight and her friends "Sorry, we have to continue this conversation another time, but in the meantime you stay in the room where your friend is sleeping." He said before taking off down the hallway himself leaving the others by themselves.

Twilight and the rest walked back into the room and found places to sit. None of them spoke a word to each other, for none knew what to say at the moment. However, the silence was broken when a familiar green flame floated into the room and dropped off three scrolls, and for a short moment nopony took any action until Applejack walked up to one of the scrolls with her name on it. She opened it up and began to read it before bursting into tears.

"What does it say Applejack?" Rainbow Dash asked curiously.

"It's a letter from Applebloom! She says she's alright!"

"Hey, there's another one for Rarity as well!" Pinkie Pie pointed out.

Rarity picked up the scroll with her magic and opened it. It wasn't long before she started crying herself "It's from Spikey-wikey…"

"What did write?" asked Twilight.

"He says he sorry for us worry. Even more so for me. He also mentions that he has met the master mind behind all of this mess. He describe him as some sort of 'weirdo' so to speak"

"Well that isn't much help. We kinda knew the guy is properly a weirdo to begin with" added Rainbow Dash.

"Anything else?" asked Twilight.

"Sadly no, the rest of the letter just says how much he likes company"

"Oh! Maybe he wants to have friends!" Pinkie added randomly.

"Somehow Pinkie I don't think that's the case" Applejack said.

The conversation about the two letters continued causing the group to almost forget the third scroll. That is until Rainbow Dash noticed it "Hey Twilight! This one's for you!" she yelled quietly. Twilight gained a confused expression _"Now who would send a scroll to me?"_ she mentally asked as she took the scroll with her magic. However, her question was immediately answered when she opened the scroll _"Of course…"_

"Who's it from Twilight?" Pinkie asked.

…

"Well, we're waiting Twilight" Said an impatient Rainbow Dash.

"It's from Lord Nightmare…" Twilight finally said earning gasps from around the room.

"What does that varmit want?" asked Applejack.

"Maybe, he just wants to rub our failures in our faces" Rainbow Dash added sourly.

"Or maybe he wants to wish us good luck!" Pinkie said optimistically

"Hold on, I'll read it out loud" Twilight said with unusual calmness.

_**Dear Twilight Sparkle (and Friends),**_

_** It's been Two days and two nights since I first issued this challenge to you, and so far I'm a little disappointed in your performance in dealing with the Nightmare Bros. As a result of this poor performance I'll offer you an easy way out of this challenge. I will return those who have been taken by the Nightmare Brothers and end the challenge…under one condition however. You Twilight Sparkle will have to stay with me in the Nightmare Realm, and I know you're asking yourself, why would you agree to those terms? Let me put things into perspective…I know you don't want your friends to be put through further harm, and I also know Fear just wiped out a small army worth of Royal Guards. As far as I know you're running out resources to help you out and the last marked one is your friend Fluttershy. Trust me when I say this, if you couldn't handle Panic or Fear then you don't have a chance against my right hand man Paranoia. If you are wondering who he is then I'm very surprised since you already met him before, you and your friend Rarity. I'll give you two days and two nights to decide whether you accept my agreement, but no longer. If you don't accept then the challenge will continue as normal. How will I know that you accepted my agreement is simple, just sign the dotted line at the end of this scroll. Once you accept my agreement the scroll will be transported back to me, and I will send another scroll with directions on where to meet. I hope you consider this proposal thoroughly for your friend's sakes at least…**_

_**Sincerely,**_

_**The Lord of the Nightmare Realm**_

_**Sign Here**_

…

…

Silence filled the room, for no pony knew what to say. For Twilight her mind is beside itself. Her first initial thought is to reject his agreement, but she knew if they fail to stop Paranoia then they would lose Applebloom, Spike, and Fluttershy forever. However, if she would go through with this agreement Applebloom and Spike would be returned to them, and Fluttershy would be left alone, but then that would mean giving herself up to Lord Nightmare, and being stuck in another world for the rest of her life.

"Twilight…you don't have to accept his terms" said Rainbow Dash breaking Twilight from her thoughts.

"Yeah! So what we had a bad run so far. I say this Nightmare fella is bluffing" added Applejack.

"I don't know girls. I mean the last nightmare he sent at us took out a small army worth of Royal Guards and even held his own against Princess Celestia and Luna!" Twilight said negatively.

"At least until they went full-power, then Fear didn't stand a chance!" Rainbow Dash retorted.

"I know, but what if Paranoia is stronger than Fear? I mean Rarity and I only had a taste of what he's capable of."

"Twilight! Don't you remember? We still have Celestia and Luna to help us out. And maybe even your sister-in-law is willing to lend a hoof" Pinkie randomly added.

Twilight and the rest of her friends looked at Pinkie in surprise. They hadn't even considered asking Princess Candace for help. "You know what? I reckon that may not be a bad idea" Applejack said approvingly.

"I agree it does sound like marvelous plan" Rarity added

"Pinkie's right Twilight. I doubt Paranoia can handle three Princess's especially when they go all out." Rainbow Dash also added.

"And your brother could help out as well! Although, considering what happened to the last Royal Guards, I think he's gonna act more as cannon fodder…" Pinkie said earning a glare from Twilight.

"Hey! My brother can handle himself!" Twilight responded angrily.

"It doesn't matter Twilight all we're saying is. It's too early to give up now. Not when we still have a fighting chance" said Rainbow Dash.

"Your right! It is too early to give up now. Though, I guess I lost hope for a while, but nevertheless thank you girls for reminding me that" Twilight said now filled with hope.

"You're welcome Twilight, but I feel bad that won't get to meet this Nightmare guy. He sounds like a nice guy" Pinkie added earning odd looks from her friends.

"Okay then…let's just get some shut eye. We got two days to prepare for this Paranoia guy right? Then there's no reason to worry about it tonight" Rainbow Dash said.

"You're right Rainbow Dash. Though, the hospital may not let us sleep here again"

"What makes you say that?"

"I don't know maybe because the hospital is extremely busy, and I don't think they have the time or space to let ponies sleepover."

"Oh…right…well let's meet up tomorrow!"

With that said Rainbow Dash left the room in her usual speedy fashion. The others took their leave as well leaving Twilight by herself. She looked at the scroll one more time before promptly ripping it into two, and throwing it into a nearby waste bin. "Sorry, but I have to decline your offer Nightmare" she said to no one in particular. After tossing the pieces she left as well, with renewed conviction.

/

Time: 11:56 P.M

The Hospital remains busy even after Twilight and her friends left. However, despite the all the commotion Fluttershy's room remains quiet and still, but as Fluttershy sleeps a blissful slumber a figure watches her from the shadows. The figure slowly walked towards her bed and stopped by the side of her bed. The figure extended his arm and slowly caressed Fluttershy's hair "Such innocence…" the figured said slowly. "Milady, how I wish my incompetent brother didn't harm you, but at the same time I'm glad he did. Because if he didn't then I wouldn't have got to meet you…" The figure then stopped his current action and focused his attention to a nearby waste bin. He slowly moved towards the waste bin, and eventually stopped right in front of it. The figure reached into the bin and pulled out the two pieces of the scroll addressed to Twilight. "My, My, looks like your friends wish challenge me milady…how…foolish" The figure then started to melt into the floor and before completely engulfing himself in the shadows he spoke one last time.

"Fortunately, Milord always give second chances…"

/

Post Author Notes:

And that ends that chapter which is unfortunately another filler chapter the moves the plot forward. I bet you already know who's our mystery creeper is, but if you don't…are you even paying attention!? Anyway before I make my leave I have one more question. How am I doing in keeping characters in well… character. This is important to me since I want to make their actions close to something they might actually do. Other then that I hope you enjoyed this chapter!

This is TheFoolOfTheNoon signing off!


	10. Chapter 10

Chapter 10: A Deal that cannot be Refused

Pre-Author notes:

Over 7,000 words….man did this take a while, but I'm sure glad that's out of the way. However, for you the viewers you're going to see the plot move along…so yeah tell me what you think of this chapter and enjoy!

**Random Lord Nightmare Fact: Nightmare casually known as Fred was mentored how to become great ruler of the nightmare realm by the first Lord of Nightmares (Now retired) The Boogey Man.**

/

Location: Canterlot Castle to Ponyville Hospital

Time: 6:45 A.M and counting… (First of Two days before the Challenge resumes)

After being notified of the next marked one. Twilight and her friends brought their plan to Princess Celestia and Luna's attention. Knowing that this is their last chance to win the challenge Celestia send a Royal Guard with a letter to the Crystal Kingdom in order to get Princess Candance's aid. A letter eventually came back to them saying that she will be on her way with Shining Armor, and she wishes to be filled in on what's going on when she arrives. While they waited for her arrival Celestia and Luna gathered up the remaining Royal Guards, and told them to gather at the Ponyville Hospital and wait there for further instructions.

Twilight and her Friends returned to the hospital to fill in the staff on what's going on, and asked for their support in stopping Paranoia. The staff agreed while Dr. Grey Suture and Nurse RedHeart volunteered to watch over Fluttershy, and alert the Guards if Paranoia manages to sneak into the room. Twilight and her friends also made their way to Fluttershy's room in the hospital, and filled her in what will be happing for the next few days. Fluttershy became scared at the thought of being foalnapped, but became somewhat relieved by her friends words of comfort.

Later in the day Princess Candance finally arrived with Shining Armor who also brought some guards from the Crystal Kingdom. After a brief pleasant greeting between Twilight and the two, Princess Celestia filled them in on their current situation. Candance and Shining were surprised to hear such events went on without their notice and agreed to help reinforced the security around the hospital. It wasn't long before the hospital was under heavy guard, but the question remains, is it enough?

/

Location: Nightmare's Room

Time: Unknown

Meanwhile back in the realm of Nightmares. Lord Nightmare after sending his two 'guests' to their rooms begun stargazing while waiting for a response from Twilight Sparkle. As he searched through the sky hoping to find a certain star he begun humming a tune familiar to another world, but not familiar in Ponyville. He eventually stopped humming when he felt Paranoia's presence with him in the room.

"So…what's her answer?" asked Fredrick with a slight hint of excitement in his voice.

"I'm afraid to say this Milord, but she rejected your proposal…" Paranoia replied with an emotionless tone.

Fredrick after hearing this immediately stopped his stargazing and faced Paranoia who was currently kneeling "Really? That's…disappointing…" he said with all previous excitement in his voice now gone.

"Furthermore, she decided to prepare the hospital for my arrival. As I scouted the area it has become apparent that they plan on using all they have just to stop me…" Paranoia continued.

Fredrick could scoff when Paranoia mentioned their plan "Hah! Wasted effort…it would be a lot more painless if she would have just come quietly, but unfortunately they still think they have a chance."

"Amusing isn't it Milord?"

"Pretty damn, hilarious if you ask me Paranoia."

"I supposed Panic would agree with you there."

"He would, wouldn't he?"

"Besides that, what do you plan on doing since Milady Twilight didn't accept your terms?"

"Oh don't worry about that Paranoia. Just focus on foalnapping Fluttershy and bringing her to Canterlot Castle."

"Why would you want me to bring Fluttershy there Milord? If you don't mind me asking…"

"I want you to make Twilight chase you all the way the throne room... with your expertise of course. Once she's there yours truly will make an appearance, and I'll make sure to bring our 'guests' along as well."

"Ah, leverage I see now…"

"I wouldn't call it leverage…I am simply reinstating my proposal, but this time I'm giving her one she can't refuse…"

"Indeed Milord…"

"Now go! Continue your preperations, and once the night finally comes everything will be set in motion."

"For the wheel of fate is turning…and the countdown to the end is nigh…"

"When the time comes we shall see either salvation…"

"…or the night a nightmare finally dies…"

"And with these masks of ours we hide…"

"A terrible secret far beyond mortal eyes…"

"For we are Nightmares, forever cursed to be the scourge of the realm of dreams…"

"An obstacle to those who seek strength and clearness of the mind…"

"A fate consider cruel by none…"

"But justifiable by all…"

"Are we truly evil?..."

"Or simply misunderstood?..."

"The answer has yet to be seen…"

"But by this night our story will begin…"

"And the truth will be laid bare…"

"For ignorance to disappear…"

"And it doesn't matter if we die as heroes or villains…"

"All we want is to be heard…"

"To be saved…"

"By a single glowing star…"

/

Location: Ponyville Hopsital

Time: 7: 45 P.M (The night the challenge resumes)

Tonight's the night. Tonight is the night where they will finally end this challenge. Either victorious or in disastrous failure. Twilight was thinking about this in her mind knowing that failure is not an option. Even though they spent the last two days and nights preparing for Paranoia she can't help but feel nervous. Though on the bright side of things she got to catch up with brother and her sister-in-law; furthermore, she spotted Flash Sentry among the guards her brother bought with him. However, due to circumstance she was unable to talk to him, but she knew even if she got a chance to talk to him he would be too busy to have a conversation.

Twilight developed a small crush on him when meeting his human world counterpart, and running into him after returning to her world. Sadly, she truly never got a chance to talk to him much less get to know him better; as a result, the original feeling she had when she met him is slowly fading away. However, that won't stop her from at least trying to get to know him; since, she feels grateful from his human counterpart's actions that aided her in her mission to get back the element of magic from Sunset Shimmer. _"I know he may not be exactly the same as the one I met in the human world, but that's why I'm trying to talk to him. I want to how close their personalities are. If only we weren't dealing with this challenge then I will at least satisfy my curiosity. I can worry about him liking me later…"_

"Hey, Twilight are you ready for this or not?" asked a slightly impatient Rainbow Dash.

This broke Twilight out of her thoughts. When she looked up she found her friends curiously staring at her.

"Uh…y-yeah, yeah. I'm ready" Twilight responded quickly.

"Good, we need to be at our A game if we are going to stop this Paranoia guy. Just what does he look like Twilight?"

"The last time I saw him he was in my dreams, so I don't remember too well. However, What I do remember is his most defining features such a Black Bird mask covering his entire face, and his red fedora."

"A red fedora? Now why in tarnation would he wear a hat that brightly colored?" Applejack asked.

"Oooh, oooh maybe he wants stand out of a crowd, so his friends can find him easier!" Pinkie said while bouncing up and down.

"Somehow Pinkie I don't think that's the case…" Rainbow Dash said rejecting Pinkie's ridiculous answer.

"Darlings, it doesn't matter if we judge that fiend's fashion sense. All need to know is to look out for the fiend's hat or his dreadful mask" Rarity added.

"Also there's one more thing I need mention. Even though Rarity and I only tasted a part of his power we agreed based on our experiences that he has control over shadows and those who are sleeping." Twilight also added.

"Great, that means we don't just have to watch our backs, but also our shadows!" Rainbow Dash said annoyed.

"Yikes, so that means he can sneak up on us like a rattlesnake with no rattle" Applejack said slightly unnerved.

"Hey! I thought I was the only one who could do that!" Pinkie said earning odd looks from her friends. "I meant the sneaking up on ponies like a rattlesnake without a rattle part…" she corrected causing the looks to go away.

"Anyway, let's split up and help the guards with their patrols they need all the help they can get" Twilight said.

"Alright then ah'll help the guards patrolling outside the hospital" Applejack said.

"I'll help the guards at the roof top. I'll make sure no pony catches me by surprise!" Pinkie said excited before leaving at a surprising speed.

"I'll help the guards patrolling the hallways, besides I'm sure the guards will enjoy my company" Rarity said in her usual refine tone.

"What about you Rainbow Dash?" Twilight asked.

"Me? I'll help the guards watch the door to Fluttershy's room. We been good friend since we were foals, so it would feel wrong if I wasn't there protecting her" Rainbow Dash said with a slight somber tone. "What about you Twilight?" she asked.

"I'm going to support my brother's squad. He might not like it too much, but he knows I can handle myself" responded Twilight.

"That makes sense, since you haven't spent much time with your brother in quite a while."

"Yeah, but this isn't a friendly visit…so he'll be focused on helping us stop Paranoia"

"Right…but hey once we stop this guy, and get Spike and Applebloom back we should throw a party! With Pinkie planning it of course"

"Heh, yeah maybe we should, but after we stop him"

"Of course Twilight"

After Rainbow Dash and Twilight finished up their conversation, the remaining mane six went their separate ways in order to join the squads of guards of their choosing. However, unbeknownst to them the nightmare they search for is much closer then they think.

/

Location: Fluttershy's Room

Time: 8:00 P.M

"And…It's eight' o'clock. Which means our nightmare friend is starting his hunt" Gray said with slightly serious tone.

"Don't say that out loud! Do you want to scare the poor girl?" Nurse RedHeart retorted angrily while pointing a hoof at a worried Fluttershy.

Grey sweat dropped knowing well that she's right. They can't let Fluttershy get too stressed out since she's still recovering. "Quite right…" he said as he makes his way over to Fluttershy's bed. "So Miss Fluttershy… are you single?" he asked bluntly, immediately making Fluttershy blush intensely, and earning a bonk to his head from Nurse RedHeart who seemed to be blushing as well.

"Doctor! We are supposed to be taking care of the patient! Not asking about her relationships!" berated Nurse RedHeart.

"What? I was trying to help…" Grey said while rubbing his head.

"How is asking a patient if they're single helping?!" demanded RedHeart.

"I was trying to get her mind off our current situation" Grey replied.

"Well there are different ways!"

Grey then looked at RedHeart's eyes causing her to turn away while blushing. Upon seeing this action Grey put two and two together. "Hey…don't tell me you're jealous? Because if you were that be totally fine" he said poking at Nurse RedHeart's current feelings. "I'm not jealous!" she yelled. However, Grey remained unconvinced, and continued to poke at her emotions hoping to get her to say anything personal. "So you yelling at me when I talk to another mare doesn't count as jealously? Colored me unconvinced…" he said flatly.

RedHeart's blush intensified "S-Shut up! You were just making the patient uncomfortable!"

"Say's the other times when I talked to the other doctors, who are Mares I may add!"

"I-I don't know what you're talking about!" she said continuing her denial. However, Grey wasn't done poking information out of her "Oh c'mon I saw how you looked at me. I also saw every reaction you made when I talked to another mare. You would always tense up and grimace in my direction!" he said raising his voice.

This took RedHeart off guard she didn't expect him to raise his voice. During the times she worked with him not once he raised his voice to anybody. The silence the followed revealed that RedHeart was struck speechless.

"I knew it…you like me don't you?" Grey said returning to his normal tone.

"I-I…Uhh…" Nurse RedHeart stuttered out nervously. Her face became even more bright red, confirming Grey's suspicions.

"Hey now why are you acting like Miss Fluttershy? There's no need to be nervous RedHeart…" Grey said calmly. "But instead of letting myself say what's on your mind why don't you do the honors?"

…

"C'mon you can do it…I want to hear it in your own words" he said in a soft tone.

"…Grey?" RedHeart said finally.

"Yes?..." he replied while removing his goggles, revealing the soft and caring expression in his eyes.

RedHeart felt her heart race, for she didn't think she would have the chance to do this "…We have been…well, working with each other for a while now and…"

Grey removed his surgeon mask, and slowly smiled "And… what?"

Seeing Grey's face didn't help with her nervousness. Matter of fact it made her stutter a bit more "A-And…uhh…w-well…err… you see…"

Grey on the other hand was mentally laughing while waiting for her to say the word. _"Hahahahaha…I like when she gets nervous. She looks so adorable with that crimson blush dominating her face. It's definitely a nice change from all the yelling she usually does, but hey she's only looking out for me. To think we only met a year ago…"_ However, Nurse RedHeart continued to stutter on her words coming no closer to saying the magic phrase. _"C'mon you're so close…just say it!"_She mentally berated herself. Nurse RedHeart took then a deep breath in an attempt to calm herself down. After doing so she looked into Grey's eyes and finally spoke her mind "Look…Grey… all I'm trying to say is…I love you…and it would mean a lot to me if you're my special somepony."

Grey's smile disappeared as he got closer to RedHeart causing her to become nervous and worried. However, he brought his mouth to her ear and whispered "I was waiting for you to say that for quite a while now…" He then moved back a bit, so he's face to face with Nurse RedHeart. For a while nopony said a word, and the tension in air could be felt. Then without warning Grey leaned in and brought his lips into RedHeart's and kissed her deeply. At first RedHeart was surprised at his sudden action, but later gave into the passion of the kiss and started kissing back. The make out session lasted for roughly seven minutes before the newly made couple broke the kiss in order to breathe lost air.

"Wow…you're really a good kisser" Grey commented with a goofy grin plaster on his face. Nurse RedHeart lightly laughed at his goofy expression "You're not bad yourself…" she said slightly seductive voice. "Me-meow…I like the way your voice sounds right now" Grey said hardly containing his glee. "Easy Grey we just started this relationship. If you're going to start wanting more than a kiss then you have to work for it. If you know what I mean…" RedHeart added with a wink.

"Umm…excuse me…" whispered an inaudible voice.

"Then why don't I start now?" asked an eager Grey.

"Excuse me!" the voice yelled quietly.

"Hold it; tiger remember we're currently under an emergency situation. Once, the royal guards catch the foalnapper, then we can start going on dates. Okay?" RedHeart said with mock sweetness.

"I said EXCUSE ME!" the voice yelled out loud; this time catching the couple's attention. "Huh?!" Grey and RedHeart said in surprise. They turned in the direction of the yelling and found Fluttershy looking at them with a bright blush on her face. "Uh…sorry for yelling. It's just I wanted to say congratulations on becoming a couple."

Grey and RedHeart stared at her confused, but never got a chance to speak before RainbowDash barged into room with two guards in tow. "Hey! What's going on in here?" she yelled.

"Nothing Dashie, your friend just wanted to congratulate us on becoming a couple" Grey replied calmly as possible.

"That's it?! Dang it Fluttershy you almost made my heart stop!"

"S-Sorry…" Fluttershy said with a regretful tone.

Rainbow Dash later calmed down mentally glad that it was a false alarm "It's okay Fluttershy…it's just that, I'm scared…" she said as she flew to Fluttershy's bedside.

"S-Scared, of what?"

"Of losing you Fluttershy and being not able to do everything in my power to stop the guy attempting to foalnap you" Rainbow Dash somberly said. Fluttershy saw the fear in her friend's eyes, and decided to speak hoping to ease her friend's fears. "Rainbow Dash…I'm sorry for making you and the rest of our friends worry, but believe me when I say this. I have faith in your strength Dashie, for this strength is the reason why many young Pegasus's look up to you. Even I look up to you hoping that some of that strength passes onto me, so I can be brave just like you." She said purely, with each word tugging at the heartstrings of everypony in the room.

"Fluttershy…you're…you're already brave." Rainbow Dash responded with tears threatening to burst from her eyes. Fluttershy looked at her friend in surprise not expecting to hear such words especially from her friend's mouth. "I know this…because you're the only one I know that openly shows kindness to any animal in pain regardless of how dangerous they are. Not many ponies can do what you do, and even though I'm not the pony who represent's honesty. I can honestly say I couldn't ask for a better pony to be called my best friend…" she then pulled Fluttershy into a warm felt hug while letting the tears run down her face. The rest of the ponies in the room looked at the scene with a warm smile.

However, the moment wasn't meant to last much longer, for the sound of clapping can be heard at the door. When everypony turned to face the source of the clapping they were immediately assaulted by shadows, and causing the lit room to fall into darkness. Screams of panic from Nurse RedHeart and Fluttershy were heard in the inky darkness along with the sounds of a struggling Rainbow Dash attempting to get out of the unseen grip that has taken hold of her. The clapping that they heard earlier slowly stopped, and what replaced it was a sinister laugh that seemed to echo in the darkness.

"Grrr…Show yourself!" yelled Rainbow Dash at what seem to be empty darkness. In response to her shout an eerily calm voice spoke out in the darkness. "I do apologize, but I cannot grant such a request…well at least not yet anyway" the voice said with snicker.

Rainbow Dash was quick to respond "You! You're Paranoia aren't you!" she shouted in anger.

The voice gave off another snicker before responding "I guess my reputation precedes me…well at least in name anyway…"

Rainbow Dash continued to struggle with her unseen bonds while shouting threats to Paranoia "I won't let you take my friend! Once I get out of whatever trap you set, I make sure to buck so hard you'll have a real reason to wear a mask!" However, Paranoia could only sigh at the futility of her actions and threats "I pity you, you know? With a track record impressive as yours, you could easily… how you say 'mop the floor' with any common ruffian. However, I'm no ruffian and I'm certainly not a common individual. I could easily put you all sleep with just a whisper, but I don't which means you're speaking to me because I allowed it" he said calmly.

"If you think, you can take me on! Then bring it!" challenged Rainbow Dash. Paranoia sighed again "If you wish to prolong this fruitless effort to save your friend. Then go ahead, be my guest, but I warn you this is pointless" he said in an emotionless tone. Rainbow Dash felt the restraints holding her in place loosen, and took this chance to break out of them only to be face with another problem; it's too dark to see anything. She then found herself stumbling in the darkness which seemed to stretch on forever. "What's the matter? You can't see? I suppose it's fair to see the mask of the one who will show you your place." he said mockingly. Before Rainbow Dash could retort she felt the feeling of cold air pass right through her, and before she knew it a clicking noise is heard. She looked in the direction of the noise to see a hanging lamp swinging its light gently around the dark void. Rainbow Dash walked towards the spot the where light is shining, but with each step the air around her became colder and colder. Once she was finally standing underneath the lamp the air around her is cold enough for her to see her breath, and to make things worse she got the feeling that she's being watch.

"S-So where a-are you? A-Are you t-to scared to f-fight me?" she said while feeling the effects of the cold air around her. "Hardly milady…" Paranoia said causing Rainbow Dash to flinch a bit. "Fun Fact; the closer you are to the light, the greater your shadow becomes…" Paranoia continued in a sinister tone. Rainbow Dash gave a confused look "W-What do y-you mean?" she asked. "Well…you're standing in the light milady, but tell me have you checked your shadow?" His response prompted Rainbow Dash to look at her shadow, and to her surprise she found that her shadow didn't resemble her at all. Instead it resembled a humanoid figure wearing a hat "What the?! That isn't my shadow!" she shouted in shock. "Of course not…because in my world…all shadows are me and I'm all shadows you see…" After saying this something started to come out of the odd shadow that was supposed to be hers. She stood there paralyzed in shock as a figure slowly came out covered in darkness. Rainbow Dash snapped out of her shock when she realized the figure that came out of the shadow mirrored the shadow itself.

"So… y-you were hiding in my sh-shadow!" she exclaimed. "Of course…but enough talk let me show you were you belong!" he said in a raised voice as he sudden charged at Rainbow Dash. However, she took a flight ready position, and immediately got out of the way. "Heh, if that's all y-you're going to then we were freaking out f-for nothing!" she said mockingly. "You would think that, but unfortunately for you I'm just playing around" he said causing Rainbow Dash to react in surprise. "Wait…What?!" was all she managed to say before she was restrained again by a black inky substance. "Wh-What!? What is this stuff!?" she yelled as she struggled with the bonds. "Like I said all shadows are me and I'm all the shadows you see."

"Wait you mean this thing that's keeping me grounded is just a shadow!?"

"Not just any shadow. Your shadow…"

"H-Huh? How are you controlling my shadow?"

"Sorry, but I cannot answer that"

"Grrr…I will get out of here!"

"Yes you will…after I take what I came for…" he said as he clicked another unseen switch revealing Fluttershy bounded to a wall of shadow flailing desperately against her bonds.

"_Fluttershy!"_ she mentally yelled. She promised Fluttershy that she will protect her and she doesn't plan on breaking it "Oh no, you don't!" she yelled as she broke out of the shadowy restraints and charged at Paranoia.

"Hmmh? Interesting…" Paranoia whispered himself as Rainbow Dash continued to charge at him. He continued to wait until Rainbow Dash was within his range of attack. Once she was in range he immediately backhanded her causing her to crash into the ground.

"Rainbow Dash!" Fluttershy shouted worried about her friend's well being.

Paranoia faced Fluttershy causing her reel back a bit "I do apologize milady that I have to do that to your friend, but I assure you everything will be alright. I just need to borrow you for a few moments." He said with an odd amount of care in his voice.

"Wh-What do you m-mean?" Fluttershy asked fearfully as tears cascaded down her face. Paranoia noticed this and reached into his left pocket, but before he could pull out the object within. He was immediately blindsided by Rainbow Dash who just recently recovered from the backhand she received a moment ago. "Grah!" Paranoia was sent flying into the unknown darkness, and eventually out of sight. "That should keep him busy for a while…" Rainbow Dash muttered as she attempted break the restraints holding Fluttershy. "Rainbow Dash you're okay!" Fluttershy said relieved while tears continued to fall from her face. "Don't worry Fluttershy. I'm going to get you out of there before that masked freak comes back!" Rainbow said while she fruitlessly pulled on the shadows holding Fluttershy.

"I'm sorry who you were referring as a…Freak?" asked a familiar voice that made Rainbow's mane stand on end. She turned to look behind her only to find nothing "Wh-What the heck?! Where is he?!" she exclaimed.

"Have you tried looking up yet?" the voice asked causing Rainbow Dash to look up; however, she still didn't see Paranoia. "Stop messing with me you bird masked freak!" she yelled.

"Perhaps, you should try looking at the ground…" the voice asked, again causing Rainbow Dash to look in the direction mentioned only to find nothing again. "Grah! Where are you!?" she shouted in frustration.

The voice spoke again, but this time it sounded closer "Funny, I swore I could've appeared there…oh well…" Rainbow Dash looked around to find the source of the voice, but when she looked back to where Fluttershy is she became shocked. Because instead of grabbing Fluttershy's restraints. She immediately found her hoof stuck inside Paranoia's body.

"What the heck is going on?!" she shouted as she struggled to pull her hoof out. "I'm afraid to say milady, but our little game is over" he said quietly in a sinister tone. Rainbow Dash then found herself being restrained once more by the darkness around her. The darkness eventually brought her face to face with Paranoia, and Paranoia brought his face close to her ear as spoke softly the magic phrase he is feared for "Now would you kindly… go to sleep…" Rainbow Dash attempted to fight off the sudden feeling of falling asleep, but sadly it was in vain as she soon fell into deep slumber. Paranoia then released Rainbow Dash's restraints causing her to fall into the ground limp.

"Hmmm, I'm impressed you managed to break away from my shadows and land a hit on me, but I suppose that's what I get for underestimating a pony…again. I must remember this for future endeavors, but no matter I now have the last piece for milord's proposal." He then snapped his fingers causing the shadows to recede revealing the bounded Fluttershy, now having a shadow covering her mouth. She still has tears running down her face which only became worse when she saw the motionless body of Rainbow Dash. She gave off a heartbreaking muffed cry for her friend; a cry that did not go unnoticed. "Milady, please save your heart wrenching cries when they are actually needed. Your friend is still alive. It's just that I put her into a deep sleep she'll wake up when I want her to." Paranoia explained causing Fluttershy to feel a bit relieved, but tears still ran down her face. Paranoia felt a moment of déjà vu before reaching into his left pocket again, and pull out the object he intended to use earlier before being blindsided by Rainbow Dash. It was a handkerchief made out of a fabric dyed black. Paranoia then walked up to Fluttershy and used to the handkerchief to dry her tears while speaking in an oddly comforting tone "Now, Now milady don't cry. Like I said before I only need to borrow you for a few moments. I promise you, you shall be returned to your friends before the night ends. However, the rest of the plan must remain a secret, so you cannot be awake during that time…so now milady…would you kindly go to sleep?"

That was the last thing Fluttershy heard before falling into a deep slumber like her friend. Once she was asleep Paranoia released her sleeping body from the restraints and caught her as she fell from the wall. He carefully held her as if he was holding a baby; it was an action he never thought he would do. He gently caressed her mane while speaking to her as if she were awake "So…soft almost like silk. I apologize milady for the inconvenience I have cause for you and your friend, but I swear to you it's all for the greater good. I don't expect you to forgive me for my actions, but that's okay, milord and I are used to it. However, I shall leave you with two gifts to show how much I apologize to you, but I can only give your first gift right now. The other shall be given to you once milord has gotten what he came here for"

After saying this Paranoia slowly removed his mask with the shadows around him, but due to the dim lighting his anonymity remained protected. "Our worlds may be far apart milady, but know this…I never meant to hurt you…" he said in voice full of compassion, and with this said he brought his face to her forehead and kissed it gently. While he kissed her forehead he slowly melted into shadows, bringing the small world of darkness he brought into the room with him. Once he and Fluttershy were gone the room returned to normal leaving the rest of the ponies who were caught in his darkness sleeping on the floor.

/

Time: 9:46 P.M.

Location: Outside the Hospital (Shining's Squad)

"It's been at least an hour and a half already, yet we haven't found a trace of this Paranoia…" muttered Shining Armor. His squad and himself have been patrolling the hospital for a while, but also keeping an eye out for suspicions looking shadows. However, so far they haven't found any sign of the elder nightmare. It also didn't help that his sister Twilight is tagging along with him. He preferred that she didn't involve herself in this, but at the same time he knew that she will stay to help out if one of her friends is in trouble. _"Speaking of Twilight…"_ he looked to his left to see his sister scrutinizing the area around them checking even her shadow for Paranoia.

"No…not here either…" she mumbled quietly. Twilight made a few more scans around the area before noticing her brother looking at her with a small smile. "Uh…what are you smiling about?" she asked confused. Shining laughed lightly before responding "Nothing Twily… I'm just glad to see you again. Although, I wished it was under better circumstances"

Twilight looked at her brother with a sheepish smile "Yeah…I do too, but once we stop Paranoia then we can catch up with each other afterwards okay?"

Shining couldn't help but smile back at his younger sister "Sounds like a plan. Besides Candance was planning to spend time with you anyway, so we can all catch up together."

Twilight's face lit up from the idea "That sounds great! I can't wait to hear what you and Candance have been up to!" she said in excitement.

Shining laughed a bit from her excitement, but before he could continue the conversation with his sister. One of the guards yelled out "Sir! Something is rising from the ground ten feet in front of us!" Hearing this Twilight's and Shining's joyful expressions immediately disappeared and took a serious tone.

True to what the guard said a shadowy figure slowly came out of the ground. When he fully emerged from the ground Twilight gasped; he was carrying Fluttershy in his arms. "What have you done to my friends!" she demanded.

Paranoia snickered before bringing his index finger to the tip of his mask signifying the gesture to be quiet. Paranoia then faced away from Twilight and the guards, and opened up a portal made out of shadows. After the portal was set up Paranoia simply walked through it and disappeared shortly thereafter "Hey stop!" she yelled as she immediately chased after Paranoia. "Twilight, wait!" Shining shouted at his sister hoping to get her to stop in her tracks, but it was in vain as she soon disappeared through the portal as well. Shining also noticed the portal slowly dissipating, so fearing that his sister might get trapped in whatever the portal leads to. He used his magic to keep the portal open "Get the Princesses over here immediately! I can't hold the portal open forever!" Shining commanded the guards in his squad.

"Yes Sir!" they responded as they left to get the Princesses, leaving Shining with only his thoughts. _"Twilight…please don't do something you'll regret…"_

/

Time: 9:48 P.M.

Location: Canterlot Castle (Hallway to throne room)

As Twilight exited the portal she was met with an empty hallway; a hallway in a place she's all too familiar with. "Am I in Canterlot Castle? But why?" However, before she could ponder why she's in the castle a bit further she spotted Paranoia walking down the path ahead of her. She immediately made chase after him hoping to stop him before he escapes. She pursued him down a few more paths before stopping behind a pillar. She looked from behind the pillar to find Paranoia walking slowly towards the entrance of Celestia and Luna's throne room; however, before she could act Paranoia simply disappeared through the two doors. "Why is he heading into the throne room? There's nothing there, but Princess Celestia and Luna's thrones. I got a bad feeling about this…" Twilight then made her way to the doors, but as she got close she heard two voices speaking to each other.

"I brought the last one milord…" said a voice which belong to Paranoia

"Good work Paranoia…here let me get the portal open, so we can leave this world…" said an unfamiliar voice.

"Agreed…"

Twilight upon hearing this knew she had to act fast or else she would lose Applebloom, Spike, and Fluttershy to Lord Nightmare forever. Deciding to throw common sense out the window Twilight barged through the doors in order to confront Paranoia and the owner of the other voice she heard, and hopefully delay them from leaving. As she broke through the doors she immediately found herself face to face with a familiar black bird mask..

"Greetings milady, we were expecting you…" Paranoia said as he shut the door behind Twilight and sealed it with a wall made of shadows.

"By we you mean, You, me and…"

"Myself…" Spoke the other voice gaining Twilight's attention.

Paranoia moved out of Twilight's field of vision to give her a clear view of the voice's owner. Who she saw angered her greatly, for there on Celestia's throne sat Lord Nightmare himself. "Why hello there my dear Twilight I glad we finally get to meet face to face…" he said with an unseen smirk.

"So you're Lord Nightmare. What do you want?" Twilight asked angrily. Nightmare gave out a sinister laugh as he got off the throne and slowly walked towards Twilight "Oh, My dear I believe you already know the answer to that question" he said as he stopped in front of her and materialized an intricate looking cane. The cane itself looked like something an aristocrat would carry around, but covered in strange runes that Twilight hasn't seen before.

"Sorry to disappoint you, but my answer is still no" she said with finality.

"Really? Well that's too bad…but I believe I have something that will change your mind… oh Paranoia…" he said as he snapped his fingers. Paranoia nodded in compliance and created three portals made of shadow, what rose from those shadows were the unconscious bodies of Applebloom, Spike, and Fluttershy. Twilight gasped in surprise and attempted to run to them, but was cut off by a wall of violet flames caused by Nightmare's cane. "I see I got your attention now Twilight Sparkle. So…about my previous proposal do you plan on accepting it this time or do you plan on prolonging the inevitable?" Twilight glared at Nightmare defiantly "Released them now!" she shouted angrily.

"Heheheh…You know I can't do that my dear…not till you agree with my proposal…" he said as he pointed his cane at her mockingly. "I'll never agree with your terms! I will save my friends and beat you!" Twilight said as she took a battle ready stance. Nightmare sighed as he shook his head "I would advise you not to do so, for you see I'm much different than any foe you faced so far. Besides I would prefer not to harm a beautiful mare such as yourself with my dark powers"

Twilight was taken aback slightly from his compliment, but kept her resolve strong. "I don't care! As long as I'm still standing I won't go quietly!" Nightmare sighed again "I admire your devotion to your friends, but sadly you are making a big mistake here. Can't we just talk it out like civilized beings from two different worlds? " he asked attempting to avoid a fight. However, the magic sparking from Twilight's horn say's otherwise.

Nightmare sighed again for a third time "If you insist on putting up this meaningless struggle then go ahead, but I'll have you know I will never hit a lady. Especially one's like you…" he said with a bow.

Twilight looked at Nightmare with confusion in her eyes. She didn't really expect the lord of nightmares from another world would be so friendly to her, but she decided to push away those thoughts for now. Using her magic Twilight teleported to give herself distance from Nightmare, and fired a magic beam straight at him. However, to her surprise he didn't even try to avoid her attack, but instead simply stood there leaning on his cane. To Twilight's shock and horror the beam didn't even touch him, but instead dissipated before even getting close to his proximity.

"I told you. This is meaningless struggle…" Nightmare said calmly further aggravating Twilight. In retaliation, she fired off a barrage of magic missiles in his direction, but Nightmare simply tapped the ground with his cane creating a barrier out of thin air to block the missiles. "Now what have I done to deserve such anger?...oh wait…never mind…" Nightmare said absentmindedly before catching himself and rubbing the back of his head sheepishly.

However, while he was distracted by his own folly Twilight took this chance to teleport behind him and reared her back legs in order to buck the back of his legs, but as she strike his legs he immediately turned into could of smoke catching Twilight off guard. "What! Where did he go!?" she exclaimed as she frantically looked around for Nightmare. As she searched around she heard the sound of somebody clearing their throat. The sound came from above her, but as she looked up she found nothing until a certain voice spoke up. "You know you're a lot cuter when you're angry" Nightmare said semi-truthfully. "Where are you?!" Twilight asked in a demanding tone.

Twilight heard a sigh before hearing a response "Try looking up, but with your eyes not your head…" She did as he said, and to her surprise she found Nightmare using his cane to balance on the tip of her horn. With a light snicker Nightmare used his cane to bounce on Twilight's horn three times before jumping off her entirely. "…And that's game set and match"

Twilight ignoring what Nightmare said attempted to charge her horn again for another magical beam, but strangely she wasn't able to draw magic to horn. "Wh-What's going on? I can't channel my magic!" she yelled. To her unrelenting frustration Nightmare gave off a laugh before answering "I shut off your magic temporarily, so you wouldn't make this any harder than it needs to be…" he said as he walked up to her. "Now… with this information in mind do you still plan on continuing this pointless struggle?" he asked.

"Like I said…as long as I'm still standing… I won't go quietly!" she declared in defiance. Nightmare sighed in frustration "Well shoot…and I really and I do mean really don't want to harm you…Paranoia would mind?" he requested. Paranoia looked at Nightmare and nodded in affirmation. Twilight looked at Nightmare with a suspecting look "Just what are you planning!?" she demanded. "Making life easier for the both of us…" he responded. Twilight became confused by what he said, but before she could figure out what he meant she heard a voice whisper in her ear. "Would you kindly…go to sleep?…" Before she knew it she felt herself getting drowsey and like those before her she too fell into a deep slumber.

"Pity…I was hoping you will make this easier Twilight, but I should have known you would continue to fight till the very end. I wished we could have met under different circumstances, but sadly I don't think you would trust me even if I were begging on my knees."

Nightmare sighed one last time before speaking to Paranoia "When we get back prepare her a room, and well…prepare her…" he said almost emotionlessly. "As you wish milord…" Paranoia responded with a bow. Nightmare then opened up a Portal and walked through it with Paranoia holding Twilight in tow. After they disappeared through the portal nothing was left in the room, but the three unconscious bodies of Fluttershy, Spike, and Applebloom.

It would've stayed that way if it wasn't for a group of ponies barging into the room. The group of ponies in question is Twilight's remaining friends, her brother Shining,a squad of royal guards, and the three well known princesses of equestria. Celestia who was among the first who entered into the room saw the three unmoving bodies of Applebloom, Spike, and Fluttershy. She ordered the royal guards to take the sleeping bodies to a safe place. She continued to scan the throne room for any signs of the nightmare brothers, but found nothing.

"We were too late…"

/

Post- author Notes:

And that ends one of the longest chapters I made so far. I hoped you enjoyed it and please tell what you think of this chapter or previous chapters in general. Anyway thanks for reading I appreciate it.

…

Oh yeah one more thing if you think Paranoia's magic phrase that put's people to sleep sounds familiar then here's a question.

Question#2:

Who originally said the phrase 'Would you kindly?' and which game was he from?

Until next time this is TheFoolOfTheNoon signing off.


	11. Chapter 11

Chapter 11: Nightmare's Truth

Pre-Author notes: Sorry this took a while, but hey another long chapter! Well I think it's long anyway considering it passed the eight thousand word mark, but anyway it's here for your enjoyment. So please read and review so I can get more motivated to get chapters done faster.

On a side note this story has passed One thousand views! Which makes me happy that people are interested in it. It will make me happier if you the readers tell me what you think of my story so far. Until then enjoy.

**Fun Fact about Nightmare's Mansion: Like a certain castle in a game about whipping supernatural creatures. The Mansion where Fredrick lives in never takes the same shape twice…well at least on the inside anyway, but since nobody tries to destroy the mansion in the first place. The mansion itself will change its insides once a year which keeps in new looking, but at the same time it annoys its inhabitants to no end.**

/

Location: Unknown

Time: Unknown

*Huff* *Huff*

An odd cricket-like fairy is seen running down a heavily decorated hallway. Scouts have reported to him that the lord of the nightmare realm has breached another world and kidnapped one of its inhabitants. _"I got to get to the high council! They have to know about this!"_ he mentally said to himself while he did his best to avoid running into other people in the hall. Eventually, he reached a gate guarded by two guards one who resembles wolf, and another a rabbit.

"Halt, what is your business here Hopper?" asked the Wolf.

"Indeed…what is your business?" added the Rabbit which annoyed the Wolf slightly.

"Lucain and Kiki please let me through. I need to see the high council! It's important!" pleaded the cricket-like fairy now known as Hopper.

"How important are we talking about?" The wolf Lucain asked curiously.

"Yes…how important are we talking about?" repeated the rabbit Kiki much to the annoyance of Lucain.

Hopper took a deep breath before answering "It involves Lord Nightmare…" he said gravely causing the two guards eyes to widen. They didn't speak a word after that they instead allowed Hopper to pass on through.

"May Alpha help us…" Lucain said under his breath.

"Yes please… may Alpha help us…" Kiki again repeated in the same manner as Lucain.

However, Lucain himself had enough of Kiki's repeating his own sentences "Would you stop doing that!" he yelled, but Kiki just laughed at his expense "Stop doing what?" she said while feigning ignorance.

"Why you little…"

/

Location: Unknown (High Council Hall)

Time: Unknown

Hopper quickly made his way to the High Council Hall, but unfortunately a meeting was already in progress. As a result he had to barge in unannounced causing confusion among those in the hall. "What is the meaning of this?!" boomed one council member whose appearance is that of ant-like fairy. "Sorry High council for barging into a meeting in progress, but I come with disturbing news!" Hopper said distressed.

"Speak now or else you will be demoted for this intrusion" Spoke another council member whose appearance resembles a Fox.

Hopper gulped a bit before responding to the council member "My scouts in the nightmare realm has reported some disturbing news."

"So? What else is new?" interrupted a frog-like council member.

Hopper despite the interruption continued his report "That's not the important part. They reported seeing Lord Nightmare and his right hand man Paranoia were seen exiting a portal carrying a small Alicorn!"

The mention of Lord Nightmare and a small alicorn caught everyone's attention. "An Alicorn? I haven't seen one around here for 300 years!" Spoke the council member in the middle who seemed more decorated than the rest. "Tell me was this alicorn a white mare with a lightly colored mane?" he asked.

"No sir, it was a purple mare with a darker color mane" Hopper responded.

"Wait, what shade of purple was this mare?" asked the ant fairy council member.

"Please sir, that's not the point!"

"Then get to the point!" rudely said the frog council member.

"_*Grah!* _my scouts have verified that the portal that they came out of was no normal transportation portal. It was an interdimensional portal!" Hopper finished earning gasps around the hall.

"What!? Only the Alpha and his family can use that type of the magic! Lord Nightmare just broke a sacred rule!" the fox said in outrage.

"He must be punished! Send an army to apprehend him if needed!" added the ant fairy.

"Fool! He will declare war on us if we send an army to the nightmare realm!" countered the frog member.

"But we must do something! He knows forbidden magic he may have been traveling to different worlds to spread his seeds of darkness under our very noses!"

"Grand member Palpo what do you think we should do?" asked the fox member to the heavily decorated member now known as Palpo.

Palpo crossed his arm signifying that he is thinking hard about the subject "Hmm…true we cannot let this go unpunished, but we need solid evidence to prove to the creator god Alpha that Lord Nightmare has broke one of the sacred rules. As a result we should send one of our best dream warriors's to infiltrate Lord Nightmare's estate and find evidence of his crime."

The rest of the beings in the room agreed with his decision and cheered. However, unbeknownst to the crowd Palpo was contemplating about Lord Nightmare. _"My boy what have you gotten yourself into? I mean opening a portal to another world!? Just what are you planning? And this young Alicorn…could it be? A throwback to the past? Fredrick…tread carefully, for I'm afraid you're digging your own grave…"_

/

Location: Dreamscape?

Time: Unknown

Darkness…pure darkness was the only thing Twilight could see, and strangely it felt…comforting like it was holding her in a gentle embrace. She never felt like this before it's like she found true peace of mind. However, this peace wasn't meant to last a voice eerily sounding like her pierced through Twilight's mind

…_Wake…up…_

_You…must…wake up…_

…_Please…_

Suddenly, a small star appeared in front of Twilight and she felt herself being drawn towards the light of the star, but as she attempted to fly towards the light the darkness that kept her in a gentle embrace tighten its grip around her as if it's trying to stop her from reaching the light. That's when Twilight remembered how she ended up in this void. She remembered hearing one single phrase before blacking out.

"_Would you kindly…go to sleep?"_

Twilight now became aware of the situation she was in. Paranoia put her to sleep with that single phrase, and as she's sleeping the darkness that is currently keeping her away from the light is making sure she doesn't wake up from magically forced slumber. Twilight begun to fight back the darkness holding her, and slowly and surely the darkness was losing its grip on her. Eventually, she managed to break free from the darkness and started flying towards the light. However, as she flown closer to the light her body began to glow and it wasn't long before Twilight felt her body changing into a form familiar to her, but at the same time it felt unfamiliar. Unfortunately, she didn't have time think as the star she flown closer to completely covered her in its light, but before she blacked out once again she heard a voice.

…Light and Darkness…Dreams and Nightmares… either can't be trusted, for both wear a mask…

…But…one has a better mask than the other…

…I ask of you…to find the one…whose mask truly lies to all…

…and…expose it to all it has lied to…

…One more thing…

…The light is leading, yet blinding…and the darkness is comforting, yet deceiving…

…Remember this…for this…decides the fate…of the realm of sleep…and the world you call home…

/

Location: Unknown (Fredrick's Room)

Time: Unknown

Fredrick, for once in his eternal life felt elated, for everything he had plan is coming together quite nicely despite a few problems that happened along the way. Nevertheless as he waited for the guest of honor to be ready he decided to spend some of this extra time gazing at the stars in the night sky. As he stood there gazing, a song came to his mind

"Twinkle, Twinkle, little star,

How I wonder where you are.

Up above in the sky so high,

Or perhaps somewhere nearby.

When the light of hope is gone,

From the darkness I sit upon,

You continue to shine your tiny light,

And Twinkle, twinkle, all night.

But tell me why,

I cannot be part of your light.

Am I damned,

Doomed to a life of isolation,

In this realm of darkness,

Feared by all.

I question my existence,

For I walk in a place unfamiliar to me,

No memories of my birth,

No memories of my life,

Yet I exist in a place,

Where dreams fear to tread.

Oh little star,

Where are you?

The madness that creeping,

Is poisoning my mind,

If you can,

Grant a wish,

I beg of you to please,

Cure me of my blight,

So I can continue living,

And find my light,

So I can find,

My light…"

After singing the small song Fredrick took a moment of silence to let the song sink into his mind before commenting on it "Hmm…it's good, but I think I could improve it. I better make a mental note to work on it later"

"Make a mental note of what Milord?" asked a voice in mock curiosity. Fredrick sighed slightly upon hearing the voice "Alright, Paranoia how much did you hear?" he asked.

"All of it Milord, but I do think you could make your little song longer."

"I figured as much, but let's not dwell too much on my singing. I know what you're here for, so tell me how did it go?"

Paranoia snickered a bit before answering Fredrick's question "I see…if you must know the operation was a success. She is currently resting in her room…you can see her if you want Milord, but you and I both know how she'll react if she wakes up."

Upon hearing that he is able to check on his new guest Fredrick created a portal "I'm aware of that she'll need to get used to our presence and her temporary change to her entire physical form, but I'm sure we'll find a way to convince her to cooperate with us. Besides it's not like she has much choice anyway…" he said to Paranoia.

"Heh, indeed… Brother " responded Paranoia.

Fredrick laughed a bit upon being called Brother "It's been quite a while since you last call me that Paranoia. Maybe fifty years give or take…"

"Sixty actually Brother"

"Really? Huh…time sure flies by doesn't it, but now is not the time to look back on fond memories." Fredrick said as he walked towards the portal "For our guest of honor awaits my arrival, and you do know it's impolite to keep a lady waiting…" he said as he disappeared into the portal with portal dissipating afterwards leaving Paranoia by himself in the room.

"…Memories...isn't that the magical word of the day…"

/

Location: Unknown (Guest Room)

Time: Unknown (Moment's after the dream)

Twilight woke up with a start and immediately found herself breathing intensely. It didn't help when she looked down on herself and found that her appearance has changed. Her mind couldn't process what happen to her and as a result flew into a panic "Ahhh!" Twilight cried out as she attempted to get off the bed she was sleeping in a panic fueled rush, but immediately found herself landing face first into the floor which was conveniently covered in rug. The sudden pain in her face was enough to bring her to her senses "Ow…but I suppose I needed that" she said as she rubbed her temple. Twilight with mind calmed down got herself off the floor and leaned on the bed for support since she knew she wasn't a pony anymore and needed to get use to her new form that feel's familiar to her. While she was supporting herself she looked around the room she was in. The room itself looked like it was meant for royalty _"This looks a place Princess Celestia and Luna wouldn't mind sleeping in"_ Twilight commented mentally. Twilight then proceeded to look down at her current form she found that she was wearing a simple long violet colored dress that seems to be barely reaching down to her feet which she had a hard time seeing. Twilight could only guess from its simple design that it was meant as sleep wear as the dress had no sleeves and seems to be only held up by two straps. The fabric the dress was made of; however, was hard to determine, but the fabric felt soft as she touched it so it could be made out of silk. After reacquainting herself with the motor functions of a human being Twilight began to explore the room she was in. Strangely, she found it a little bit easier to walk around despite her recent physical change _"Okay… that wasn't as hard as I thought it would be…"_ she thought to herself.

As Twilight explored the room she found that the dressers in the room are filled with clothes. She pull out one of the drawer's and took out a plain shirt out of the dresser, and compared it to her body; it is just her size. She dug deeper into the drawer found similar shirts, but with designs unfamiliar to her. She pulled out another drawer found it full of jeans in three different colors navy blue, black, and pale grey "These clothes are definitely from the human world, but how they are my size?" Twilight asked herself inquisitively "Did they actually know what size would fit me?" However, before she could think about it any further she heard a knock at her door along with a familiar voice "Knock, Knock, are you still asleep in there? If you're not then answer me" asked the voice in a nice tone. Twilight only heard that voice once and she already knew who it belong to _"Lord Nightmare!"_ she mentally exclaimed.

"I heard that…" Nightmare said in a playful tone as he simply phased through the door into the room, if it wasn't for the mask Twilight would have seen that he was smiling. "Good afternoon my dear Twilight, I trust you had a peaceful slumber? He asked in courteous tone.

Twilight in response to his presence immediately attempted to charge her magic, but to her shock nothing happened. "Heheheheh… Now my dear don't tell me you have forgotten already?" Nightmare asked in a mocking tone. Twilight first looked at him with a confused expression before remembering what happened back in the throne room, then her eyes widen in realization _"Oh no! I forgot he shut off my magic!"_ she mentally yelled in panic. "Oh so you do remember…well sorta" he said with a hidden smile.

"What do you mean?" Twilight asked while keeping her guard up.

"What I mean Twilight is that the magic shut off I did on you is only temporary" Nightmare answered while pulling out a pocket watch and opening it. "I'll say you have about two hours left before your magic flow returns" he added as closed the watch and placed it back in his pocket.

"Why are you telling me that?" Twilight asked confused. "Wouldn't you just keep that information to yourself?"

Nightmare chuckled a bit before answering her "Well I could…but I believe you have the right to know" he said. "Besides it's not like you could actually beat me with your currently level of magic anyway…" he added nonchalantly while angering Twilight.

"Hey! What that's supposed to mean?!" she asked angrily.

Nightmare sighed before answering her "In due time my dear, but first I recommend you get dressed despite how stunning you look in that custom made nightgown" he said causing her blush a bit. "Oh and for future reference the dresser you were recently digging through is for urban or casual wear. If you are looking for dresses or anything to wear for an important event is that closet over there, and for well…the undergarments they are in the two small dressers near your bed. You also don't have to worry about your personal hygiene either, for there is a bathroom connected to your room through that door over there. It comes complete with a shower, a bathtub, and all the stuff you'll need to keep your body nice and clean" he explained while leaving Twilight with many questions. "Now, I expect you to meet me at my study in the next thirty minutes. As for your apparel, it doesn't matter right now, so feel free to dress in anything that feels comfortable. Now if you excuse me I got some business to conduct, but if you ever feel lost ring one of the three bells in your room. Each bell will gain the attention of one of Nightmare Brothers and they will help you with any problem you might have that doesn't involve escaping. Although I don't remember which one summons who, so…good luck with that." He finished. Twilight was left with too many questions, but unfortunately they have to go unanswered because before she could tell Nightmare to wait for a moment he was already gone.

Being left there with nothing else to do she decided to get ready like he asked her to do, and headed towards the bathroom. As she opened the door and turned on the lights she was greeted to a shocking surprise. The bathroom Nightmare described to her wasn't even close to what she saw. The bathroom in question was quite large and much closer to being a personal bathhouse then an actual bathroom. She looked around for a bit found a small note posted to the wall.

_**From Lord Nightmare,**_

_**One more thing I forgot to explain. You also have a small bathhouse connected to your bathroom for your own personal use. And I know what you are thinking 'where is the bathroom then?' That is an easy question to answer; its right pass that door to the right of where you found this note.**_

_**P.S**_

_**Don't be so surprised when you see your own beautiful face in the mirror okay?**_

Twilight became confused at the last part of the note "Don't be surprised? What does that mean?" she said to herself as she walked towards the door mentioned in the note. However, when she opened the door she was met with a startling sight.

/

Location: Canterlot Castle (Throne Room)

Time: 11:45 A.M

Meanwhile, back at the throne room in Canterlot Castle Princess Celestia, and Luna have recently summoned Twilight's remaining friends Pinkie Pie, Applejack, and Rarity in order to discuss about yesterday's incident. When they got there they also saw Princess Candance and Shining Armor waiting for them as well. For a few moments nopony said a word, but it wasn't long before Celestia herself spoke "I brought you all here to discuss about what happened yesterday and maybe help develop a plan on what to do next"

"Ah' know what you mean Princess. What happened back at the hospital was more nuts than a jar of peanuts." Applejack said.

"There were peanuts there? How come you didn't tell me?!" Pinkie exclaimed while straying of topic.

"No Pinkie Applejack means that while we were at the hospital, things got a tad…out of control' Rarity explained.

"Oh, so no peanuts?" Pinkie asked. Rarity in response shook her head earning a groan of disappointment from Pinkie.

"Anyway… getting back on topic. We already knew that Paranoia the eldest Brother was the foalnapper sent to foalnap your friend Fluttershy, but what we did not expect is how quick he was able to do so despite the number guards going in and out of the hospital. Another thing that was also unexpected is him taunting Shining Armor's squad" Celestia recapped.

"It was really strange. You would think a foalnapper would silently sneak out as he came in after he has already taken his target, but he didn't instead he appeared before my squad and revealed that he has what he came for." Shining added. "If I had a question it would be 'why did he do that?' But considering that my sister is gone the answer is obvious; he was baiting Twilight and she fell for it easily."

"Wait are you saying Twilight was the actual target?!" Applejack said in shock.

"Not just that Applejack, but adding to the fact that all previous foalnapped victims were returned brings up another interesting point" Added Celestia.

"That Lord Nightmare's original target was Twilight herself, but the question remains. Why? Why go through all the trouble of foalnapping others if you only wanted another pony entirely?" Luna said with curiosity in her voice.

"Well…considering that all the victims are connected to Twilight in some way. I believe they were used as some sort of leverage against her" Candance said while keeping her emotions in check.

"… the letters are starting to makes sense now" Applejack said gaining the attention of everypony except Pinkie and Rarity.

"Letters? What letters?" asked Celestia.

"Well a few days ago we received three scrolls. Two of them were addressed to Applejack and I, but the last one was address to Twilight herself. The ones Applejack and I received were letters from Applebloom and Spike telling us that they're okay, but the third scroll was from Lord Nightmare himself. To summarize the letter was telling Twilight to give herself up and they would bring Spike and Applebloom back to us unharmed" Rarity explained.

"This Nightmare fella was basically telling Twilight that despite the plan we had at the time we wouldn't stand a chance against Paranoia…well looks like that part wasn't a lie" Applejack added.

"Indeed, since he took out two guards and Rainbow Dash without alerting anybody else in the area" Luna said. "But the only thing I find strange is that I can't find these nightmares anywhere in the world of sleep. Normally nightmares are created from the fears and insecurities of an individual, but these nightmares weren't made by anypony. Instead these nightmares were created from another being entirely, but what type of being remain unknown to us" she explained while retaining a somber tone.

"Unfortunately, this brings up another issue; where the nightmares went after taking Twilight. As I recall Twilight was last seen in this very room pursuing Paranoia, but when we got here she was gone" added Candance.

"So what do you think happened?" Applejack asked.

"Well…we had some unicorns who are experts in magic searched the room and they found traces of magic being used. So far they were able to confirm that a clash happened in the room, but most of the magic they were able to trace belonged to Twilight. Except for one spot which after studying it they determined it was high level portal magic, but who casted such powerful translocation magic is still undetermined."

"Portal magic, what's that?" Pinkie asked with curiosity.

"Like Candance mentioned before it's a type of translocation magic. Magic that used to transport either the caster or the target to another location" Celestia explained.

"You mean like that teleporting magic Twilight uses?" Applejack added.

"Exactly, but Portal magic on the other hand works a bit differently. It usually takes longer to be casted, but once casted it creates a temporary shortcut from where the caster is and the caster's desired location. This magic isn't used very often due to teleporting magic achieving the same effect at an instant. At low levels, portal magic can only reach a mile worth of distance or to a specific pony, but higher level versions of this magic will allow the user to reach towns, countries, and other places world. It's even rumored to even travel to worlds different then our own."

"Wow…that is one heck of a difference"

"Indeed, but can't we just make a portal of our own and follow them?" asked Rarity.

"We can…but the only problem right now is determining where the portal took them." Celestia said.

"As of now we have no idea where they went. We cannot just make portal until we can figure out where they took Twilight." added Candance.

"So, how do we find them?" Applejack asked with a curious expression.

"Well, if we had anything that belonged to the Nightmare Brothers then we would be able to track where they are with our magic" Luna said while causing Celestia to go wide eyed. However, Luna noticed this "Sister…don't tell me you have something that belonged to one of those brothers this whole time?!"

"Err, I wouldn't say the whole time Luna." Celestia responded sheepishly.

Luna sighed "Just tell me what it is sister."

"Remember Luna our encounter with Fear?"

"Yes I do remember that monster quite vividly. What did you take from him?"

"Well from our fight from him I noticed some parts of his skin started cracking. Eventually, those parts started to crumble of his body. I found this quite interesting so I…well…took some of the skin that fell off of him." Celestia said while rubbing the back of her head.

Everybody after hearing this stared at Celestia with looks of confusion and surprise.

"YOU TOOK WHAT?!"

/

Location: Unknown

Time: Unknown

Fredrick shortly after meeting with Twilight headed towards his study which happens to be the massive library his room is sitting on. He decided to walk his way to the study in order to think on what to do next. _"What to do…What to do…Well firstly, I have to get to my study and wait for Twilight there. Once she arrives I'll have to explain the situation to her, the WHOLE situation. I don't expect her to trust me, but I do need her help. For both our worlds sake…but if everything turns out all right then…well…whatever, I cross that bridge when I get to it."_ A moment later, Fredrick heard a started scream from hall behind him. Fredrick started laughing to himself after hearing the scream "Didn't I tell her not to be surprised when she sees her own face? I swear that mare makes me laugh when she is placed in an unfamiliar situation. Anyway…I just need to be careful from here on out. If there is anything I learned from Television is that plans won't always flow smoothly. I best be prepared for any snares in my plans as a wise man once said 'Expect the worst, and Hope for the best'"

/

Location: Unknown (Twilight's Room)

Time: Unknown (Where we last left her)

Twilight stood there in shock staring at the mirror in front of her while reaching for her face to touch it. When her fingers finally made contact with her face she knew that what she sees in the mirror is real. Her face still resembled a pony though slightly altered to fit her human-like form, and speaking of her human-like body she took a much closer look at it found that she still retained her wings, tail, horn, and her feet are still hoofs. The only thing human she can see on her body is her arms and torso. After recovering from the shock Twilight immediately grew angry, remembering the note Nightmare left for her "So that's what he meant…" she muttered with a mix of anger and frustration. "I definitely have questions to ask now…" she again muttered under breath as she made her way to the shower.

…

Time: Unknown (Eight minutes later)

After the quick shower Twilight came into her room with the towel wrapped around her body. Twilight went through the dressers and quickly lay out her clothes on the bed. She chose a white colored dress shirt along with black colored jeans. As for her undergarments she…

/

*Break*

"Hello readers, Panic here along with El gassy Muerte to interrupt this juicy tidbit that most male readers wanted to read. The underwear that Twilight Sparkle's going to wear, but sadly for you guys the author didn't want to go into 'that kind of detail'. So we are here to buy time until Twilight can get dressed" Panic said with smile.

"Fe…male…need…private time…"Fear said in a drained tone

"Exactly, brother so…what should we talk about to past the time?"

"Dun…no…"

"Oooh, Oooh! I know why don't we talk about that question from last chapter?" asked a hyperactive voice.

"No we're still waiting for responses on that one… Hey! How did you get in here?" Panic demanded as the owner of the voice revealed herself to be non-other than Pinkie Pie.

"You left the door open" the recently revealed Pinkie said simply.

"…Dammit!" Panic exclaimed as he face palmed.

"…Ha…ha…ha…" slowly laughed Fear.

"Ha, ha very funny laugh it up why don't cha?!"

"Hey calm down Panic we're here to add a segment of humor aren't we?" Pinkie said.

"Yeah, yeah…by the way what is your name seniorita?" Panic asked.

"Pinkie Pie Master of holding parties, and holder of the Element of Laughter"

"Pinkie Pie? How…original, pardon my sarcasm"

"Well I don't blame you for thinking that way Panic since people in your world aren't named the same way as ponies."

"I kinda figured Pinkie."

"Hey is that Twilight? Hi Twilight!"

"Hey would you look at that she's all dressed up and ready to go. Looks like this little segment is over"

"What, Already?!"

"Yes already, which means you aren't needed here anymore. So would you kindly leave and not tell your friends what you saw here today?"

"I don't know… what's in it for me?"

"We'll keep your seat warm for you and call you when a segment like this shows up again okay?"

"Is that it? C'mon can't you sweeten the deal a bit further?"

"Sweeten the deal? Lady, you drive a hard bargain. Hey Fear! Do we have anything we could use to sweeten the deal?"

Fear slowly nodded as he pulled out a bag filled with flavored hard candy. Seeing the bag caused Pinkie to bounce up and down hyperactively.

"Ah…I see you're excited for this bag of candy, well more excited than usual. So here's the deal you keep your mouth shut, and we'll keep a spot for you in this segment and give you bags of candy. Do we have a deal?" Panic said as he put his hand in a handshake ready position.

Pinkie thought deeply about the deal; checking in her mind to see if the deal was fair. "Hmmm…okay, you got a deal!" she said excitedly as she brought her hoof into Panic's hand and shook it vigorously. "That's what I like to hear" Panic said as he got out of the handshake and gave Pinkie her bag of hard candy. It didn't take long for Pinkie to open the bag and pop one of the hard candies' into her mouth. She gave out a muffled sound of satisfaction and left the room the same way she came in.

"Well that takes care of her. Now we can finally end this segment. This is Panic ending the first ever Sensitive Detail Interruption Block. Now let's get back with our schedule program shall we?"

*Break*

/

After getting dressed Twilight look at herself in the mirror wanting to see how she looked. "Hmm… I can work with this, though seeing myself as part pony and part human may take some getting used to, and now I have another question to ask Nightmare when I meet with him. But first I need to figure where his study is" She said to herself. Twilight looked around to see if she could find anything that could help her, but when she stopped when she saw the bells hanging near her bed. She remembered that Nightmare told her that these bells will bring one of the Nightmare Brothers to her to help give her directions. Although, she also remembers that Nightmare didn't know which one summoned who "Okay…I just need to ring one of these bells and hopefully I get a Nightmare Brother that can give me directions" she said to no one other than herself. She looked at the three bells and noticed that each bell has a symbol etched into them. The one on the left has the symbol of a crow, the middle has a symbol of a clown, and the last one has the symbol of a ball and chain. Twilight looked at these symbols with curiosity until she remembered each Nightmare Brother she encountered are associated with these symbols "I get now the bell with the clown symbol will summon Panic, while the bell with the ball and chain will summon Fear. Which means the one with the crow symbol will summon Paranoia!" she said as she took the bell and rung it. Shortly after ringing the bell Twilight felt the air around her grow cold. From her experience she already knew who was in the room with her.

"You called for me milady?" Paranoia said with a tone that seems to be devoid of emotion.

"It's not like I had much of choice. Compared to your brothers you're the only one I know that will give me a straight answer" Twilight said while crossing her arms and holding back her anger.

Paranoia laughed slightly before responding "I don't blame you, my brothers are a pack of imbeciles, but they're my imbeciles. So tell me, what is the reason for summoning me?"

"I need to know how to get to Lord Nightmare's study, and since I'm new here would you mind showing me how to get there?"

"Ah…milord's study, yes I would lead you there, but please stay close for it is easy to get lost in this mansion" he said as turned towards the door.

"Wait! This place is a mansion?!" Twilight exclaimed in shock.

"Yes, it is now will would you please follow me. I will only ask once" Paranoia said as he raised his index finger.

Twilight mentally sighed in frustration, but followed Paranoia anyway knowing that she can't get to the study without his help.

/

Location: Lord Nightmare's Mansion (Hallway)

Time: Unknown (13 minutes later)

To say the hallway was unnerving is an understatement. The moment Twilight set foot into the hallway she already had the feeling something is watching her. As she followed Paranoia she saw the hallways seemed to lead into nothing but pitch-black darkness save for the hallway they are currently walking through which is dimly lit by the lanterns hanging on the walls.

"I can see why told me to stay close" Twilight said trying hard to hide her nervousness. "I can barely see anything else in this hallway"

"I told you. You can easily get lost in this mansion" Paranoia said in a calm tone.

"But how do you even get around in this place?" Twilight asked.

"We mostly teleport ourselves to our desire location then bother walking around these halls"

"Then why are you walking me towards Nightmare's study instead of simply teleporting us there?"

"Because I enjoy the scenic route is there a problem with that?" Paranoia asked with a hidden threatening tone.

Twilight immediately recoiled a bit after feeling the cold air around her become colder "N-No not r-really."

"Good…now please hold any further questions for milord himself, for we have arrived at his study" he said as stopped in front of an intricate door.

Twilight felt the cold air around her subside as Paranoia pressed a button which caused a ringing sound after being pressed. A short moment later a voice is heard, a voice Twilight is all too familiar with now.

"Yes Paranoia? What is your business?" Nightmare said with a causal tone.

"Milord…Lady Twilight wishes to see you" Paranoia said in his usual emotionless tone.

"Really? You're a tad early my dear…but no matter please come in, for like two other before you there is much we must discuss with each other." Nightmare said with an unusual amount enthusiasm.

"_Two others? He must mean Applebloom and Spike…"_ Twilight thought. Just as she got out of her thoughts the door in front of her slowly opened up revealing a large library similar to one she saw in her dreams. Twilight looked at the library in amazement and wonder almost finding it hard to believe that such a place actually existed. However, before she could admire the long line of bookshelves that surround a singular spiral staircase, Paranoia spoke up "This is milord's study and as you can plainly see it doubles as a library. It features a large quantity books found from different worlds, so you may find books familiar to you here. On a side note please stay in the main lobby of this library, for I cannot guarantee your safety beyond the lobby."

"What's beyond the lobby?" Twilight asked curiously.

"More books but also some rather unfriendly nightmares who don't like it when somebody interrupts their reading time." Paranoia said simply. "So if you wish to see beyond the lobby then let milord guide you since he knows this library better than any of us"

Twilight was about to ask Paranoia another question until she heard a voice "Welcome my dear to my study. Please meet me in the center, for I know your curiosity must be satiated."

Twilight looked in the direction of the voice to see Lord Nightmare walking down the steps of the spiral staircase in the center of the library. Knowing that meeting up with Nightmare himself is the only way she can get some answers for the question plaguing her mind, so she walked towards the center with determination written on her face.

When she finally arrived in the center of the library she found Nightmare sitting in the middle of a quarter circle couch. Nightmare himself was drinking an odd purple and black colored juice that Twilight could not identify though what perplexes her most is how the drink itself flew underneath the brims of his mask. Nightmare took notice of her presence and spoke "It looks you took your sweet time getting here my dear. I'm guessing the allure of books took most of your attention, not that I blame you" he said with a refine voice. Twilight didn't say anything and simply sat on the couch while putting distance between herself and Nightmare. "Why so silent my dear? Did you come here only to see me?" Nightmare asked in a mocking tone.

"…Why did you bring me here?" Twilight said coldly refusing to make eye contact with Nightmare.

"Ah…so cold…I hope we can change that later, but first things first your answer. To put it shortly I need your help" Nightmare said with a serious tone. Hearing this caught Twilight's attention as she turned around to face Nightmare "What kind of help exactly?"

"Don't worry it isn't anything bad. All I need you to do is help me find a certain star…" He said while earning an outburst of rage from Twilight herself who couldn't believe how far he went just to get her help to find a star "WHAT!? Are you saying that the foalnapping of my friends was all just so you get my help finding a star?! Not to mention the countless amounts of royal guards injured trying to stop the Nightmare Brothers!"

"I know my actions just to get your help are rather…extreme, but I have a good reason for doing all of this" Nightmare said as his tone turned somber.

However, Twilight still remained enraged "A good reason!? What reason could you possibly have that can be justified from what you did!"

"I'm dying my dear…" Nightmare said simply causing Twilight to cover her mouth and stare him with eyes full of shock and disbelief.

"Wh-What?..." she stuttered out.

"Not physically dying my dear, but to be more accurate I'm mentally dying as in I'm going insane"

Hearing this Twilight immediately became confused "You're going insane? Shouldn't you see a shrink for that?"

Nightmare sighed "I have already seen the best psychiatrist my world could offer, but even they couldn't help me. I asked my right hand man to see what was wrong with me; he's a doctor by the way" he said with a shifting tone which threw Twilight off. "Anyway…he took a look at me and discovered something terrible. The very thing that keeps me alive is slowly poisoning my mind, destroying it."

"What's keeping you alive then?" Twilight asked curiously.

"See this drink I hold here in my hand?" he said as he raised the hand holding the cup in question.

"Uh…yeah?"

"It's a liquid made out of the very thing I'm forced to thrive on to survive…living, breathing nightmares…"

"Wh-What!? You eat your own kind why?!" Twilight said shocked.

Nightmare pointed to the two letters carved into the forehead of his mask "These two letters are the reason why" he said calmly. "For you see, these are runes"

Twilight quickly snapped out of her shock when she heard the word Rune "Runes? I read a couple of books about runes, they are magical letters that when mixed with other runes can translate into a magical spell. So those markings on your mask are runes?" she asked curiously.

"Indeed they are, but it's plain to see the runes on my mask were made roughly since they don't look like traditional runes"

Twilight looked at the marks closely and saw what Nightmare said is true. The marks seem to be cut roughly, but not rough enough to be unreadable. "N, E? I don't think there's a spell that could be translated from those two letters." She said confused.

Nightmare chuckled slightly earning glare from Twilight "Actually, these two runes can translate into a spell. You just need to use your imagination, but for the sake of this conversation I'll just tell you what they translate into. They stand for the spell Nightmare Eater"

"Nightmare Eater? I never heard of a spell like that"

"It's written in a spell book somewhere you just haven't found the book in question. Anyway, as for the spell itself it's an affliction type spell." After hearing the spell type Twilight knew how serious this spell could be, so she continued to listen to Nightmare's explanation of the spell. "The spell causes the target to be unable to eat any normal food or drinks, but instead must feast on the nightmares of others in order to survive. Also eating nightmares is its own consequence, for eating a nightmare will not destroy them but rather they remain stuck in your body till the day you die. As they remain stuck in your body the nightmares will struggle in an attempt to leave your body, but they will later find out this is impossible. Once they figure this out they will attack the nightmare eater's mind in order to drive them insane or if weak minded possess them. When they accomplish this they will cause the eater to commit suicide, but not without killing a few people with powerful dreams."

"That's insane! Why would one pony do that to another?"

"You'll be surprise how cruel the world can be if you let it, but I digress. Anyway…this spell is usually casted by high ranked nightmares that have no moral kindness to their own brethren; as a result, this spell became forbidden after the first Nightmare Lord saw how inhumane it is to nightmares and humans alike"

The mention of a first Nightmare Lord poked at Twilight's curiosity "The first Nightmare Lord? I thought the only Nightmare Lord who rules this realm is you" she said confused.

"Actually, I'm the second nightmare who received the title Nightmare Lord. The first is Boogey Man who retired after the people of the human world begun fearing him less and less, for you see a nightmare's power is equal to the number of humans who fear him or her"

"That's makes sense strangely enough, but if Nightmare Lord is just a title then what's your real name?"

Nightmare tipped his hat a bit before answering "My name my dear, is Fredrick NightmareWalker. A gentleman to some, a hero to little, and a monster to all. However, for you my dear you can simply call me Fred"

"_NightmareWalker? Sounds similar to DreamWalker could he possibly be related to Sir Desmond? I'll have to ask about that later…"_ Twilight thought to herself curiously.

"But anyway, we gone off on a slight tangent haven't we? Let's get back to the main topic shall we?"

"Uh… Yeah…we should…" Twilight said awkwardly.

However, Fredrick caught the awkwardness in her voice and decided to pry "Something on your mind my dear?" he asked with a questioning tone.

"Well, I do have one question, and it involves your…condition."

"The Nightmare Eater? Go ahead and ask, I don't mind."

"Well if the condition is cause from the mask you wear couldn't you just take the mask off?"

"If I could do that my dear, then I we wouldn't be in this situation now would we?" Fredrick said semi-mockingly.

"Er…yeah I suppose I should have thought of that first…wait why can't you take that mask off?" Twilight asked.

"Honestly, I don't know my dear. I tried on multiple occasions to remove the blasted thing off my face, but none of the attempts worked."

"But it looks like a simple wooden mask, you don't suppose that mask you're wearing is cursed now is it?"

"Possibly, but I checked through a record on every mask ever made. This mask didn't show up in any of the records. Which with logical deduction would mean this mask was never registered officially and was meant to hidden from the rest of the world" Fredrick said with a simple tone causing Twilight to give him a weird look. "F.Y.I. I kinda figured that already, so if you have another question please ask it now"

"Okay…just how long you were suffering from the Nightmare Eater spell?" she asked with some concern in her voice.

"Five hundred years last I checked my dear."

Twilight's eyes widen in shock when she heard this "Five hundred years!? How can you last that long?"

"My dear I'm the current Lord of Nightmares I can resist the influence of the nightmares I consumed for quite a long time, but sadly I'm at the end of my rope. For I am starting to hear voices in my head"

"Is that all?" Twilight said with a raised brow.

"Not really I also experience blackouts and waking up in places I don't remember being in. Sometimes even waking up restrained by the Nightmare Brothers."

"Wow…I don't know what to say…"

"There isn't much else to say my dear, for each night that passed the nightmares in my body grow stronger as my hold on reality grow weaker. It doesn't help that I know these nightmares plan on possessing my body for great evil"

"…Why?..."

"Because they wish to drown the world in everlasting darkness. So all the most sinister nightmares in this realm can prey on the weak-minded in the waking world. And unfortunately since I made a connection between my world and yours. They will also target your world as well." Fredrick explained while causing Twilight eyes to widen again from this new information.

"…What?!" She exclaimed

Fredrick however was quick to ease her fears "You don't have worry about the safety of your world though, for I have already developed a plan just in case we fail…" he said with a slight down-trodden tone.

Twilight hearing this became curious about his plan, but at the same felt a little worried at what his plan might be "…and just what is your plan?"

Fredrick closed his visible eye and sighed "I…cannot tell you that…sadly…" he said with his down-trodden tone more apparent.

"Why not?" Twilight asked.

"Because if I told you…you might try to stop me…"

"Wait, just what are you planning!?" Twilight said as panic starts to settle into her mind.

Fredrick for a moment did not answer her, but instead stood up from the couch and walked towards the spiral staircase before stopping and responding "I'm afraid… I said too much already… This conversation is over…Paranoia, take her back to her room…"

Paranoia suddenly appeared out of the shadows surprising Twilight for a brief moment "Yes milord" he said with his usual emotionless tone as he grabbed Twilight by her wrist and pulled her up from the couch.

"Hey! What are you, Ow!" Twilight yelled.

"Sorry…my dear…but I cannot divulge such information just yet..." Fredrick said with a somber tone as he snapped his fingers at Paranoia telling him to take her away.

Paranoia nodded in compliance as he created a portal out of shadows and proceeded to pull Twilight against her will into the portal. However, before she was completely pulled into the portal she yelled out the remaining question on her mind "What's your connection with Sir Desmond DreamWalker!"

Hearing this name Fredrick froze in his tracks, and turned around "Wait! Where did you hear name from?!" he asked in desperation, but it was too late she was already gone. "Lord Boogy Man…the name you have told me about in your stories has popped up again…except from a being from a different world. How could this be? From what you told me…that dream…is long dead…"

Fredrick continued his ascension up the staircase before stopping suddenly, and clutching his head and screaming in pain.

"_Oh Fredrick…"_ said a rather feminine voice.

"That voice…why? Why do insist on torturing me the most!" Fredrick shouted in rage and pain.

"_I want the night to last forever Fredrick…why are you resisting the inevitable?"_

"NO! You only wish to bring our world into ruin!"

"_Wrong…my beloved. I wish to make a world where nightmares run free…don't you want that?"_

"I want nightmares to no longer to be persecuted, not to be free to wreck havoc upon the world!"

"_And I wish to help you, but you keep pushing me away…"_

"Shut up! Just shut up!"

"_You're so cruel…my love…"_

"I won't allow you or the other nightmares have their way…I will find the Violet Star and purge you, and the others from my very being!"

"_You mean the newly crowned princess? HA! Don't be absurd my beloved…she will never trust you"_

"I don't need her to trust me…All I need her to do his help me find the Violet Star!"

"_So you plan on forcing her to help you?…heheheheh"_

"No...Damn it!"

"_Hahahaha…she will never help you my love, and you will soon see how futile your efforts truly are in time. But for now this is goodbye…"_ With this said the voice finally faded away along with the pain Fredrick felt.

Fredrick himself was panting heavily while holding onto the guardrail. It was much worst then he could possibly imagine. Out of all the nightmares that haunt him with their voice it had to be her.

"Alpha, oh great creator who made the realms please give me strength…Not just for my sake, but for Twilight's sake as well. However, should I fail in my task then I ask Omega to please strike me down before I cause great harm to two worlds…" Fredrick whispered under his breath as he struggled to climb the stairs. As he climbed his thoughts turned to Twilight "I wished we met under better circumstances…my dear Twilight" he said as a small trickle of blood came out of the only eyehole in his mask.

/


	12. Chapter 12

Chapter 12: Getting ready

Pre-Author Notes:

Sorry that took such a long time, procrastination took its toll on me along with college, and new game releases such as Hyrule Warriors and Super Smash Bros. Which by the way are fun games in their own right. I'll try my best to get the next chapter up and running much faster than this one which by the way is much smaller than the last chapter. Also remember to review for I do wish to hear what you my readers think of this chapter and story so far.

**Random Fact: The world where Fredrick lives there are two Archgod's who watch the world. The creator, Alpha and The destroyer, Omega. These two brother's were created by the being simply known as the Prime Creator, but rumor has it that there is actually a third brother named Sigma.**

/

Location: Canterlot Castle (Throne Room)

Time: Where we last left the group.

"YOU TOOK WHAT?!" Everypony in the room except for Celestia shouted in disbelief.

"A small pile's worth of dead skin from Fear weren't you listening?" Celestia responded with a sheepish smile.

"Sister I know you may collect odd objects time from time, but this is simply the most bizarre you obtained so far." Luna said while trying hide her disgust.

"I agree with Luna. Princess, why in tarnation would you want Fear's skin?" Applejack asked while giving disproving look in her eyes.

"It's…not easy to say, but I can show you instead and see it for yourself" Celestia said as her horn glowed in magical energy. A few seconds later a glass jar floated into the room covered in Celestia's magic. Most of the ponies in the room prepared their breakfasts for a disgusting sight, but when they took a look at the jar they became stupefied. Inside the jar was a pile of shining powder almost too bright to look at.

"Oooooo… shiny" Pinkie said while staring at the powder.

"What the?! I wasn't expecting that!" Applejack said in surprise.

"Are you sure this is that's horrible monster's skin? Because to me all I see is some dazzling powder" Rarity added.

"I'm confused now how did burn skin flakes become this powder?' Shining asked with a confused expression on his face.

"I would like to know as well" Cadance added curiously.

"Please explain sister" Luna also asked with a raised brow.

"Honestly, I'm still trying to figure it out myself. When I initially took the pile it was all burned skin, but later that night when I was trying to sleep the skin I took started to glow brightly before becoming what you see before you." Celestia explained.

"Really, that's it?" Applejack said confused expecting to hear more information.

"Unfortunately, yes"

"Well that's…disappointing" Shining said with a low tone.

"However, I think we have just found our solution to our current problem" Celestia said with a smile.

"What do you mean?" Applejack questioned.

"As I recall we needed something that belonged to one of the Nightmare Brothers in order to create a portal to their world, and considering what's presented before us I think we have that covered"

"Oh right! The powder! We could use that to create a portal to the Nightmare Brother's world!"

"Exactly, but it will take while to get the portal set up. While this is happening its best you get prepared for the hardships ahead" Celestia said as she faced Twilight's remaining friends.

"Wait they're going in alone?!" Shining exclaimed.

Celestia nodded in confirmation "It's only natural since they're friends with Twilight, besides they're not going alone. You're coming with them Shining Armor along with Luna"

"Oh…alright then…"

"That makes sense since Luna knows more how the world of dreams works" Cadance added.

"Actually, I'm not sure their dream world works the same as ours, but I will offer as much help as I can" Luna said.

"That's great considering what we been up against. We're gonna need all the firepower we can get" Applejack said.

"Don't be so hasty Applejack. We must be smart, for the Nightmare Brothers are much more intelligent than they appear and additionally this is their home territory which means they know the terrain as well" Celestia explained.

"Well shoot, they how do we get to Twilight if we can't take them on?"

"Since their world is unknown to us the best course of action is to sneak into their base of operations"

"Sneak into their base of operations? But what would their base of operations look like?" Rarity asked.

"If I had to guess…it would probably stand out from the environment, but for now my guess is good as yours"

"Great…so we have no idea what to expect then" Shining said with an annoyed tone.

"I'm afraid so…but for now prepare yourselves, we will call for you all when the portal is ready" Celestia said somberly.

With this said Twilight's remaining friends bowed and thanked Celestia and Luna for their help and left the Throne room leaving the remaining four ponies in the room.

"Princess Celestia are you sure it's okay for them to go?" Shining asked concerned.

Celestia lightly laughed "Even if I told them that it is too dangerous to go. Would they have listened?"

Shining thought to himself for a moment before responding "When you put that way I supposed you got a point there"

/

Location: Lord Nightmare's Mansion (Fredrick's Room)

Time: Unknown

After his brief brain damaging encounter with a voice in his head Fredrick decided to rest a bit on his couch in an attempt to gather his mind. "Grah…why 'her'? Out of all the nightmares trapped inside my body it had to be 'her'. The other nightmares I can stand, but when 'she' turns up its one heck of a headache" he said to himself. "This isn't good…it took a lot of energy just to resist 'her' influences this time. I'm really am at the end of my rope and 'she' knows it as well, that vile vocal succubus. 'She's' toying with me"

A few moments later, after thinking over his current situation Fredrick sighed a bit in frustration before feeling his brother Paranoia's presence in the room. "What is brother?" he asked in a frustrated tone.

Paranoia tilted his head to left before answering "Something wrong brother?" he asked in a calm tone.

Fredrick hesitated should he answer his brother or not, but decided to tell him anyway "The voice from before 'she's' back" he said grimly causing Paranoia's body to twitch slightly. "How bad was it this time?" he asked while still maintaining a calm tone. "Much worse than before and I'm not sure how much longer I can hold 'her' off."

Paranoia said nothing for a moment before responding "Has the medicine I gave you worked at all?" he asked.

"It worked for while brother, but the voices eventually came back brother and when I used the medicine again it didn't work period."

"I see…how unfortunate…looks like I need to work on a stronger dose" Paranoia said as he stroke the beak of his mask.

"I don't think that will be necessary Paranoia…" Fredrick responded causing Paranoia to twitch again and appear suddenly in front of him. "What do you mean brother?..." he said in a slightly menacing tone.

"What I mean Paranoia…is that I already have been given enough borrowed time"

Paranoia sighed in frustration "You really have put all your faith into this mare haven't you? Even though we just recently kidnapped her, and basically forcing her to help you find the Violet Star"

Fredrick sighed before responding "Forcing…how I detest hearing that word, but sadly it rings true. Honestly, I don't want to force her, but I can't let her leave either"

"It's quite a clash of personal morals if you think about it, but if it makes you feel better I managed to get a scan of her thoughts which happen to be about us"

"How would hearing the thoughts of a kidnapped Princess make me feel better?" Fredrick said in an annoyed tone.

"You never know brother. Besides it's not like you have much else to do"

Fredrick sighed "You got me there… Alright then, enlighten me about our guest of honor thoughts about us"

"Okay…First her thoughts on Panic. Right now she really doesn't like him due to his aggravating and provoking personality"

"Not surprising, he did leave quite an impression on her and her friends"

"Now her thoughts on Fear. Currently she is quite fearful of him and not much else"

"That is to be expected. Fear is by no mean the master of subtlety, he simply do what is required of him."

"As for her thoughts on yours truly. She definitely doesn't like me, and that's just putting it nicely"

"Again that is to be expected. You did leave enough reasons for her to hate you." Fredrick said simply.

"So did you, but let's not delve into that shall we?" Paranoia retorted

."Let's not…"

"Anyway…onto to you now. The man who started this mess in the first place."

"Like I had a choice…"

"Hmm…interesting"

"Huh? What do you mean interesting? Explain yourself!" Fredrick demanded.

"She has mix thoughts about you brother"

"Mix thoughts? I wasn't expecting that…"

"Apparently at first she thought you would be a heartless individual, but after meeting you for the first time she became confused. As of now she is still wary of you brother, but she doesn't hate you."

"That's good to hear I think…"

"That's not the end of it. Most of her confusion stems from your general kindness and polite mannerisms towards her."

"That's rather unexpected…"

"Thank Alpha, for your kindness toward the opposite sex" Paranoia muttered, loud enough for Fredrick to hear.

"Huh?!... Just what are you implying Paranoia?"

"What I'm saying brother is thanks to your kindness towards her. She is open for further conversation from you. Which means that if you want her cooperation you have to convince her, otherwise she won't help us. Right now she is leaning on helping us thanks to you telling her that you're dying"

"…that's good to hear. I knew she wasn't the type to let somebody die"

"Should I schedule another conversation with her brother?"

"We should…after dinner of course"

"Alright, I shall inform her after dinner, but first…" Paranoia trailed off before grabbing hold of Fredrick's wrist.

"?! Paranoia! What are you doing!?"

"You need check up brother…" Paranoia said in a menacing tone.

"I told you I had enough living on borrowed time!"

"Yes you did, but as your brother I don't plan on letting you die and as your Doctor I plan on helping you until you're cured of your affliction"

Fredrick sighed one last time before feeling the grip around his wrist loosen "Fine…but please go easy on the needles this time?"

Paranoia snickered "I'm not making any promises brother…"

"…you bastard"

/

Location: Ponyville Hospital

Time: 1:15 P.M

After returning to Ponyville the remaining Mane Six return to the hospital to check up on their friends who are currently in a comatose like state. When they got there they asked the attendant which room their friends are in. The attendant told them that they are currently placed in room 10 along with Dr. Grey Suture and Nurse RedHeart. They thanked the attendant and made their way to the room. When they entered the room they immediately heard the soft breathing of the inhabitants inside. Each the slumbering victims had their own bed to sleep on while hooked up to a heart monitor to check their stability. Applejack, Rarity, and Pinkie Pie separated to check up on each of them.

Applejack walked to the bed Applebloom is sleeping in and stood at the side of the bed. Seeing her younger sister again brought a small smile to Applejacks face along with threat of falling tears, but she continued to hold them back. Applejack then slowly brought her hoof to Applebloom's head and begun to stroke her mane "Your back home Applebloom…your finally back home…" she said with a hint of sadness in her voice. "Once I find the varmit who did to you. Ah'll make him or her regret ever putting you through this mess I swear it on my hat"

While Applejack was talking to the sleeping Applebloom. Rarity made her way to Spike's bed all the while going over the thoughts that dominated her mind. She already knew that Spike has a crush on her, but she remembered the times the baby dragon put himself in harm's way for her sake. The most recent being their encounter with Nightmare Brother simply named Fear. Spike gave himself up to the horrifying nightmare when he saw that Fear was threatening to kill her. She didn't want Spike to give himself up so easily, but at the same she knew that he didn't have much of a choice considering what happened to the two Royal Guard sent to protect them. After staring at the baby dragon's sleeping form for a few moments she finally spoke in a soft tone "Spike…you done so much for me…yet you never asked for anything in return. Sometimes I think you're more generous than I am, but that ends now. Because now it's my turn to repay that kindness and generosity you have given me…" With this said Rarity softly kissed Spike's forehead only to laugh slightly after seeing a small smile appear on his face.

Pinkie Pie despite the heavy atmosphere in the room bounced her way to Rainbow Dash's and Fluttershy's bedside with a silly grin plastered on her face. "Hellooo Rainbow Dash, and Fluttershy too!" she said excitedly while low enough not to disturb Applejack's and Rarity's emotional moments. "So…what have you two been doing besides sleeping?" Pinkie asked not expecting an answer from her sleeping friends. After a few moments Pinkie spoke again "Interesting…so you can't wake up because some black inky dark thing is preventing you from waking up, and it also happens to be comfortable as well?" The sleeping forms again didn't respond to what Pinkie said, but Pinkie simply nodded her head as if she heard something. "Okay, so this guy who looks like a crow whispered a phrase into both of your ears then a few seconds later you fell asleep. Interesting…very interesting, but how am I going to wake you guy's up?" After another moment of sleep filled silence Pinkie tilted her head in confusion "What do you mean you don't know? I mean you're the one's put into deep sleep. Which means you should have found a way out by now right?" After a short moment Pinkie recoiled slightly "Ow! You don't have to yell Rainbow Dash!"

The three ponies continued to stand by their friends and love ones sides until strange noise is heard.

*Groan…*

The noise caught their attention and caused them to look around the room hoping to find the source of the noise. They looked around to see Dr. Grey Suture rising from his while holding his head "Ow…what happened?" he asked.

"Dr. Grey Suture! You're Awake!" Pinkie exclaimed gleefully.

"While I'll be…"

"But how?..."

"Huh? Oh hi there everypony what did I miss?" Grey asked as the three ponies rushed to his hoping to have their questions answered starting with Applejack.

"Hey Doctor, how did you wake up? The other doctor's said that you wouldn't wake up along with our friends and mah little sister."

However, before the doctor could answer her question Pinkie cut into the question "Oooh…ooh…I can answer that!" she said ecstatically. "Pinkie no offense but I don't think you could answer this question" Applejack said with doubtful eyes. "But I do know! Well…somewhat" Pinkie responded slightly annoyed.

"Then us what you know Pinkie" Rarity said.

"Okay…while you guys went to Applebloom's and Spike's bedside. I was talking to Rainbow Dash and Fluttershy, and they told they couldn't wake up because some dark inky black thing is preventing them from doing so. They also said the one who caused this is the crow looking guy named Parasol" Pinkie explained

"Parasol?" Applejack questioned.

"Wait not Parasol…Para…Parania?...no…oh wait! Paranoia! His name is Paranoia!"

"So it was him. Paranoia is the one who caused this, but the better question is how?" Rarity said with a hint of concern.

"Rainbow Dash told me how he did too. She said that he whispered phrase that went something like 'Would you kindly, go to sleep?' Fluttershy even confirms that he said the same phrase to her too!"

"What the heck!? That's all it took?!" Applejack exclaimed in shock.

"Yep" Pinkie said simply.

Applejack and Rarity turn to each other both wearing an expression of dread "Applejack…just what kind of hole we dug ourselves into?" Rarity asked frighten. "Honestly Rarity, I'm not sure anymore. First, I thought we were dealing with a bunch of yahoo's who think they could beat us, but after losing mah sister to that wily snake Panic. I had a feeling that guy was just the icing on the cake, and unfortunately I was right. Panic's brother Fear managed to find us even after Celestia and Luna gave it their all just to stop the guy, but even that wasn't enough. Then there's this Paranoia fella. He managed to sneak into a heavily guarded hospital and put to sleep not just the guards, but Rainbow Dash as well with nothing but a single phrase." Applejack said somberly. "But what I do know is that we all are diving into a snakes den with snakes who aren't hesitant to sink their fangs into us."

Pinkie gulped at Applejacks words, but a certain doctor made a cough which caused the three mares in the room look at him in confusion. "Excuse me ladies, sorry for interrupting your serious conversation, but…I'M STILL HERE YAH KNOW!" Grey shouted in anger while unwittingly catching the attention of other doctors walking near the door to the room he's in.

"Was that Dr. Grey?" asked one voice.

"He's awake! It's a miracle!" shouted another.

"Not even sleeping could keep the legend down!" commented another voice as cheering can be heard outside door.

Grey furrow his eyes in frustration "Oh perfect…this is exactly what I need after waking up from a sleeping curse spell" he said sarcastically. However, no sooner then he said that the door burst open and a mob of doctors and nurse barged into the room grabbing Grey and then carried him out of the room cheering and celebrating. Once the mob exited the room and slammed the door behind them shut the room became quiet once more.

…

"Well…that happened" Pinkie said simply.

Sadly, as soon Pinkie said that a pair of Royal Guards barged into the room while unintentionally shattering the glass on the door in the process.

"Applejack, Rarity, Pinkie Pie…The portal is ready. Are you all prepared?" Spoke one of the guards.

The group sweat dropped a bit from the guards' rash entrance, but they all of them already knew each other's answer.

"We sure are" Applejack answered.

The guards nodded their heads in conformation and told the three to follow them. The guards lead them to a chariot where four more guards were waiting. The remaining mane three stepped into the chariot while the two guards who brought them outside took their positions. Once the guards were ready they took flight bringing the chariot into the air and en route to Canterlot castle.

/

Location: Canterlot Castle (Throne Room)

Time: 1:36 P.M

As the mane three arrived at the castle a small conversation was going on in the throne room. It was between the two Princesses Celestia and Luna with the latter explaining her concerns to her older sister.

"Sister, I'm still worried that we might run into Fear again. I still might be able to hold him off on my own, but I'm not sure Shining and the others have a chance if they run into him." She said worried.

"I know Luna that The Nightmare Brother Fear has you worried, but please remember that he isn't the only nightmare you should be worried about. The other two Nightmare Brothers are just as powerful as he is. If anything this is stealth mission which means you should avoid running into them as best as you can, but if push comes to shove please do everything in your power to keep them safe" Celestia said in an equal worried tone.

"I will sister" Luna said with determination on her face.

"And one more thing Luna…"

"Yes sister?"

"Please take this" she said as she used her magic to bring an odd looking necklace into Luna's view.

"What is it sister?" Luna asked confused.

"It's an alarm necklace. When you find yourself overwhelmed Luna focus some of your magic into it. This will cause it to send a signal to other necklace." Celestia explained.

"Other necklace?"

"I have one with me as well Luna. When mine's picks up the signal it will start flashing telling me that you're in trouble"

"I see it's nice to know that you'll still be within reach once we cross through that portal" Luna said with relief.

"I'm just doing what I can Luna"

Their conversation continued for a few more minutes until they heard the door that leads into the throne room open. They turned to the door to see Applejack, Rarity and Pinkie Pie being led into the room by Shining Armor and Princess Candace.

"Looks like everyone is here and accounted for" Celestia said.

"Yes we are Princess, and we raring to go" Applejack said with a smirk.

"I second that feeling" Rarity added.

"Third!" Pinkie shouted enthusiastically.

"I'm glad to hear that, for your journey will take you to a world far from our own. I cannot guarantee your safety fully, but measures have been taken."

"Well that's good to hear" Applejack said while adjusting her hat. "But I have a question"

"Yes Applejack?"

"I just want to know how the heck we are going to get back home after we find Twilight"

Celestia chuckle slightly "That's easy Applejack you use this" she said as she pulled out the jar of bright dust. "For you see this same dust that helped make the portal before you…" Celestia added as she pointed to the color changing portal. "Can also be used as a catalyst to create a portal back to Equestria just by telling it where you want to go"

"Wait if it could do that can't we just tell the dust to make a portal that lead directly to Twilight?" Pinkie questioned.

"Sadly, no. The portals that this dust creates can only lead to locations not individuals"

"Oh I see. Just checking if we're making our problem needlessly complicated that's all" She said causing everypony to look at her in confusion.

"Okay…any other questions you like to ask Pinkie?" Rarity asked.

"Nope"

"Well that's good to hear…anyway should we get ready to go through the portal?"

Everypony, in the room nodded as Applejack, Rarity, Pinkie, Shining and Luna walked, and stood in front of the portal. However, as Shining took his place Candace walked up to him and spoke.

"Please be careful Shining I don't want to lose you as we lost Twilight" she said with concern.

"Don't worry Candace I'm going to get her back and come back in one piece along with everybody else" Shining said with a confident smile.

"Just don't get reckless" she said as she kissed his cheek. "I'll give something nice when you get back if you know what I mean…" she whispered into his ear causing him to blush.

"Uh…sure thanks for the extra motivation" he said while rubbing the back of his head sheepishly.

After a brief silence Candace walked back to where Celestia is leaving the others puzzled at what Candace whispered to Shining, but decided not pry.

"So…should we count to three first or just jump straight on through?" Asked Luna

"That depends, do we jump on three or say three then jump" Pinkie asked.

"How 'bout we just jump on three" Applejack said.

"Okie Dokey!"

"Ok y'all ready?"

"Ready!"

"One…"

"Two…"

"Three!"

Once everybody heard the magic number they all leapt into the portal that will lead them to the world where the Nightmare Brother's have taken Twilight not knowing what horrors and secrets lies ahead.


	13. Chapter 13

Chapter 13: Problems, Mysteries, and Solutions

Pre-author notes:

Happy early Halloween! or whatever you celebrate to those who read this…

Well this embarrassing…last chapter I misspelled Princess Candance's name as Candace which was something I was stuck on for a while, but thanks to reliable information now I won't make any more name confusion.

**Captain Obvious's Fact of the day (Or as of this chapter): There will be pairings in this story, but I'm doing as slow as I can to make more natural under these** **unnatural circumstances. Who I'm trying to pair may be obvious and not so obvious, but hey it's my story after all.**

_Question of this chapter: Who's your favorite pairing?_

/

Location: Nightmare Realm (Blackened Wasteland)

Time: 1:56 P.M.

_The Nightmare Realm a place where nightmares of varying types roam because of this many beings fear this realm. The realm itself is said to be only accessible through sleep, but there is other means in reaching this realm…_

Out in the wastelands of the nightmare realm a lone figure is seen running across the blacken terrain. This being is on a mission to expose a crime The Lord of Nightmare's has committed against the creator. The being continued to run for another four miles before coming to a complete stop. It sensed something in the air and immediately hid itself behind a dead tree. Once it did a portal slowly opened up in the wasteland the being narrowed his eyes and pulled out a camera. Did the moment finally come already? A few moments later gave the being it's answer. Five ponies jumped out of the portal one larger than the others, and the large one seems to be giving off a power similar to the high council. However, before it could dwell on any further the being felt another presence right next to it.

"Are you seeing what I'm seeing Hopper?" asked a voice.

"Yes, you seeing what I'm seeing Hopper?" asked another annoying voice.

"Yes, I do Lucain and Kiki… they're definitely from the same world as that one Alicorn Lord Nightmare has taken with him."

"They must be trying to rescue her" Lucain commented.

"Yes, they must be trying to rescue her" Kiki repeated.

"You know…I was excited that the High Council chose us to expose Lord Nightmare's crime against the god's, but I'm starting to think it was a bad idea to bring you two along" Hopper said annoyed.

"Hey don't blame me Hopper the council thought you would run into trouble in the nightmare realm, so they sent me and Kiki along for the ride even thought there is much more trained soldiers than us." Lucain said simply.

"Doesn't matter now you're stuck with us Yay!" Kiki said happily while creeping out both Lucain and Hopper at the same time.

"Er…right but anyway we have mission to do, so we can't stand on here all day." Hopper said.

"Right, so let's go if we run into them again then we should probably consider an alliance with them." added Lucain.

"Yay! Alliance!"

After their conversation was over they all left the tree as quietly as possible leaving the new arrivals by themselves.

/

Time: 2:04 P.M.

Perspective: Pony's side

When they finally exited the portal everypony felt slightly disoriented save for Luna who was used to going through portals. Everypony took a moment to steady themselves, once they finally got their bearings Applejack was the first to speak.

"Well we're finally here, but where is here exactly?" she asked.

"This should be the Nightmare Realm, but unlike the one in our world this one seems to be quite expansive" responded Luna.

"It sure is…" added Rarity as she looked around them.

"And empty!" Pinkie also added with her usual enthusiasm.

"This must be a wasteland, if I had to guess this empty landscape only makes up one-twelfth of this realm" Luna said while scanning the landscape.

"Only that much?! But it looks like it goes on forever!" Applejack exclaimed in surprise.

"I have to agree with Applejack, I mean where do we go from here? How are we going to save Twilight if we don't even know which direction to go?" Questioned Rarity.

Luna brought her hoof to her chin while thinking of an idea "I'm not sure yet Rarity, but if we can find a stray nightmare we could ask it where the nightmare brothers are" she said as she brought her hoof down.

"Uhh…no offense Princess, but I only see one problem with that idea" Applejack said while rubbing the back of her head with her hoof. "Hmm..? And what would that be Applejack?" Luna said with a raised brow. "It's that… we are kinda of in the middle of nowhere, and I don't see anypony else for miles" Applejack said nervously.

However, before Luna could answer Applejack. Pinkie shouted "Hey! Is that a nightmare over there?" she asked while pointing. Everypony looked to where Pinkie was pointing to only to see a lone figure in the distance slowly trudging along the wasteland. "Good work Pinkie Pie, not only you found a nightmare, but it's also low ranked so it shouldn't pose a threat to us" Luna said gratefully. "You were saying Applejack?"

"…I stand corrected"

/

A while walk later…

It took a while for them to close the distance between them and the nightmare, but when they finally caught up to it they were caught off guard on what the nightmare actually looked liked.

"Ew…what is that thing?" Rarity said as she took steps back from the nightmare.

"Ruaaah…" moaned the nightmare.

"Rarity, ah'm just as clueless as you are" Applejack said with a confused look.

"Well, it looks corpsey and should be buried in the dirt so…nope I got nothing" Pinkie said as she attempted to figure the nightmare's identity.

"All I know is I don't like the looks of it…" Shining said as he got his magic ready.

"Ruahh?…" The nightmare said in confusion. However, nopony caught the fact the creature itself is confused by the colorful ponies.

Thankfully, Luna noticed the creature's confusion and explained the situation to it. "Forgive us for popping up unexpectedly, but let me explain. We aren't from your world we came from a different world to your world through the use of a portal, and the reason we did so is to find our friend who has been foalnapped by The Nightmare Brothers. Which leads into my question do you know where they are?"

The creature jumped back a bit when Luna mentioned about The Nightmare Brothers, but when it also heard they were trying to rescue their friend it nodded it's head in agreement. "RuahRuah"

"You'll tell us where they took her!" Luna exclaimed happily.

However, before the creature could respond Applejack added her thoughts into the conversation. "Wait a darn minute. Luna you can understand all that moaning?"

"Indeed, how can you understand that horrid looking beast speech" added Rarity who then looked at the nightmare with a nervous expression "…Uh no offense"

"RuahRuahh" the nightmare said not looking offended at all.

Luna sighed before turning towards the group "I can talk to this nightmare because of my affinity with the night which in turn allows me to enter anyponies dream and interact with it even the creatures they dreamed up. This may not be the dreamscape I'm used to I can still communicate with the beings in this realm no matter how distorted their speech pattern may be" When Luna finished her explanation everypony became silent deciding not to question the Princess any more. Luna then turned back to the nightmare and continued the conversation "So you know where they took her?"

"Ruaah Ruaaahaaah"

"What do you mean not exactly?"

"Ruuuah Ruah Ruaahaa Ruah Ruaah Ruah Ruaah RuaaahRuah RuaahRuaaah"

"They took her to Lord Nightmare's Mansion?" Luna translated causing everypony around her to make sudden anime styled face plant into the ground while Luna sweatdropped. As they recovered from their fall Applejack was the first to respond "Yeah, we shoulda seen that coming. Of course those nightmare fellas would've brought Twilight to their Lord"

"That is not new information to us. We already know that Lord Nightmare wants Twilight, but the only question we have now is why?" Rarity added.

"Princess Luna, It's nice to know that we need to look out for a mansion, but we need to know which direction the mansion is from here" Shining said as he rubbed his head.

Luna chuckled slightly before responding "Right….I was just about to ask that" After a moment of embarrassed silence Luna then again turned back to the nightmare "Umm…thanks for telling us that, but do you know which direction we should take to get to Lord Nightmare's Mansion?"

The creature shook his head "Ruah…Ruaaah"

"Oh…you don't?" Luna said slightly disheartened.

"Ruaaaah Ruah Ruah Ruah Ruah Ruah Ruaahha Ruah Ruah Ruah Ruah Ruah"

Luna looked at the nightmare in surprise "But you know somebody in your village that could help lead us to the mansion? Where is your village?"

"Ruah Ruah Ruah Ruah Ruah Ruaaahh Ruah Ruah Ruah Ruahhaa Ruah"

"So in order to find your village we need to follow you?"

The nightmare nodded it's head "Ruah"

Luna turned to the group "Anypony okay with following this nightmare to his village?" she asked.

Everypony looked at each other with unsure looks. After a brief moment Shining responded "Uh, are you sure we can trust this nightmare?"

"Do not worry this creature has no reason to deceive us, besides even if it did betray us I have more enough power to deal with it and it's kind"

"Well… I just hope this thing doesn't waist our time…"

/

Location: Nightmare's Mansion (Twilight's Room/ Guest Room)

Time: 2:04 P.M.

Twilight didn't know what to do. She thought of escaping, but immediately threw that plan out the window for two reasons. One, she didn't know the current layout of the mansion, furthermore, even if she did tried to escape where would she go? This world is completely new to her just like when she first entered the human world through the mirror. Finally, her second and final reason would be Fredrick himself. She still wasn't sure if she could trust him, but so far he treated her kindly and was willing to answer most of her questions which was something she didn't expect from him. Also he told her that he was dying mentally, but even though a part of her thought he may be lying. Another part of her still thought _"What if he isn't lying? If I left him the way he is and he does goes insane. Then it would be the same as leaving somepony to die"_

"What should I do?..." Twilight muttered to herself as she paced around her room. "Should I help him? Or should I refuse? Grah! Why is this so difficult! I mean he did order the foalnappings of Applebloom, Spike, and Fluttershy which also caused the hospitalization of countless royal guards. I can't think of any good reasons to help him, but…he did it because he knew I can save him from a fate far more terrible than death. I guess if I was placed in his shoes and everpony in the world feared me I probably would have made the same mistakes as well." Twilight continued to pace around her room until she heard three knocks from her door.

*Knock, Knock, Knock*

"Who's there?" she asked.

"It's…me my dear…can I come in?" answered a familiar voice.

"Fredrick?!" Twilight exclaimed in shock not expecting the Lord of Nightmares to meet her again so soon.

"Yes, my dear Twilight that is my name…can I come in?" Fredrick asked again in a polite tone confusing Twilight further.

"Uh…why are you asking? Couldn't you just come in anyway?"

"I could do that…but that would be impolite especially, for beautiful mare such as yourself"

Twilight felt her face go red from the compliment "Uh…thanks I guess?"

"Your very welcome my dear…so do I have your permission to enter or do I have to come at a different time?"

Twilight took a moment to think before coming to a decision "Uh…sure, you can come in." As soon as she said that Fredrick phase through her door "Thank you my dear" he said with a bow. However, Twilight noticed something off about him despite the calm and gentleman-like composure he is showing to her, she saw that he was shaking slightly especially when he was holding his hat in his hands "Are you okay? You're shaking…" she said with concern.

Fredrick upon hearing this immediately responded "Oh you noticed that huh? Well…after I asked Paranoia to send you back to your room I thought about the last question you asked right before you went through the portal, but as I was thinking the disease that I told you about during our first discussion attacked my mind, furthermore, it was one of the worst one's I felt in years. As a result, Paranoia who happens to be my personal doctor decided to see what was wrong, since he was the one who invented the medicine that dulls and slows down the process of my eventual insanity. After analyzing the problem he developed a stronger medicine after noticing the nightmares in body were growing stronger" he explained causing Twilight to go wide eyed from the lengthy response.

"Did all of that really happen after you sent me to my room?" she asked disbelievingly.

"I'm being honest my dear I'm not lying, although, considering the grief I caused you I don't blame you if you don't trust me, but now not the time to talk about trust"

"Then why are you here?"

"I here to talk…" Fredrick said his voice taking a more serious tone.

"About what?"

"Sir Desmond…"

Twilight's eyes widen a bit. She tried to ask Fredrick about him before being taken back to her room, but thought he didn't want to talk about him. However, now here she is about to answers about who this Desmond guy is and if there is a connection between him and Fredrick. "What do you know about him?" she asked.

"Hold on my dear before I answer your question there is one I wish to ask myself. Where have you heard of that name? Last time I checked no other being from my world crossed to your world other then the Nightmare Brothers"

"I didn't hear that name from anywhere. I found the name on the back cover of a journal I stumbled upon when I checking through my library"

"_A journal? That's interesting…"_

"As I read the journal I learned that Sir Desmond was an imaginary friend that was apparently created by a young girl named…"

"Jocelyn…"

Twilight's eyes once again widen in surprise "?!...that was her name. How did you know that?"

"Because I heard of stories about the two."

"You heard stories?"

"Yeah…from my mentor. Apparently he met them before; they helped him during the Nightmare Civil War when the Dream Fairies ignored his pleas for help. From what he told me they were inseparable; wherever she goes he follows." Fredrick explained.

"Like a parental bond…"

"Exactly…"

"But whatever happened to them after the war?"

"That I don't know my mentor didn't tell what happened afterwards. He simply told me he never saw them again, but there is a memorial to them in the garden"

"Wow, they impacted the Nightmare society that much?"

"More then you know…"

"But there is still one mystery left unsolved"

"Which is what?"

"The blank pages in the journal."

"Blank pages? Explain…"

"Well when I was reading the journal with my friends we discovered that the entries ended when Desmond and his mother were entering the ranks of the Dream Fairies"

"It would seem to end there now would it, but knowing you. I say you might have already figured out why the rest of the pages are blank"

"Actually it's more of a theory, but my friends and I think the rest of the entries are written in lemon juice, and the only way to reveal those entries is using a certain type of light"

"You mean a black light?"

"Yes, Exactly! Do you have anything that could make that kind of light?"

"I can create such light through magic, but I have one question why do you wish to read the hidden entries?"

"Originally, I wondered if Desmond has a connection to your subordinates the Nightmare Brothers, but by the looks of it the only connection he has to them is they all originated in this world."

"Then, as of now you wonder if I had some a connection to him"

"Yes, but according to what you said him and his mother haven't been seen since the Nightmare Civil War"

"That's what my mentor told me in his stories"

"Where is your mentor anyway?"

"He lives here in this mansion; he mostly takes care of the garden and the memorial"

"Can you take me to him?"

"For you my dear I'm happy to oblige, but do you even have the journal with you?"

Twilight's eyes widen in realization "I just remembered… I left it back in my world!" she exclaimed in shock.

"Where did you last leave it?"

"Ummm…Oh! In the Ponyville Hospital; I left it in lobby in my bag"

"Good to know. I'll have Paranoia pick it up as we walk to the garden"

"Wait, why the garden?"

"Because it's nice place to walk around in…" Fredrick explained simply, although, this Twilight furrowed her brow in annoyance at his response. "…And during this time of night he should be maintaining the garden and the memorial" he continued while mentally sighing _"I probably should have seen that coming…"_

"Then what are we waiting here for? Let's go!" Twilight said as she opened her door and attempted to run out into the hall, but before she could do so she felt a cold grip on her right wrist. She immediately stopped in her tracks and looked at Fredrick who was holding her wrist with his right hand. "What are you doing?!" she exclaimed as she broke out of his grip.

Fredrick sighed "Umm…my dear? Did you forget what Paranoia told you? He did say you could easily get lost in my mansion"

Twilight face immediately turned red in embarrassment "Oh…right… I forgot…" she said sheepishly.

"It's alright my dear we all forget something every-once-in-while, some…more often than others. Now would you kindly stay close I don't want to lose this mansion's very first out-of-world guest" Fredrick said as he stepped out the door with Twilight following.

However, as she stepped out into the hall Twilight remembered that Fredrick and the Nightmare Brothers can teleport "Hey can't you teleport?" she asked.

"Yes, yes I can my dear. What of it?"

"Wouldn't it be easier and a lot less time consuming just to teleport to garden instead of walking?"

"It would be easier, but then I wouldn't have you all to myself…" Fredrick retorted with an unseen smile.

"Uh…what do you mean by that?" Twilight asked already feeling like she walked straight into a trap.

"What I mean my dear is we can talk more as we walk to garden, for I wish know more about this stunning mare who graces my mansion with her presence"

"It's not like I had a choice…" Twilight mumbled.

"By the way, you still haven't answered my question"

"Which is what?"

"Why do you wish to uncover the hidden entries in the journal? Since all of your old reasons are now obsolete"

"Oh…well by this point it's just plain curiosity" Twilight said with a little uncertainty in her voice.

"Ah…the thrill of solving a mystery has taken a hold of you eh?"

Twilight giggled a bit "I guess a little bit…" she said with a sheepish smile.

"Heh, I knew it…that is so like you"

"Hey! What that's supposed to mean!"

Fredrick laughed "Ha ha ha…I love pushing your buttons sometimes, but enough dilly dally let's get going shall we?"

"Grr…whatever…" Twilight said while rolling her eyes. After their conversation Fredrick started to walk down the hall with Twilight following. As they were walking down the hall Fredrick pull out his right hand and used his left hand to press certain parts of his finger as if dialing a number on a phone. Each time he press a part of his finger it made a 'beep' sound, after a short while he stopped pressing his fingers and turned his right hand into a phone gesture and pulled it towards his ear with odd ringing noise coming from his hand. Twilight seen this gesture before with Panic or to be more exact his illusion.

The ringing noise eventually stopped, and once it did Fredrick begin to speak "Hey, Paranoia. I need you pick something up for me…It's a bag Twilight left behind…What's in the bag? Oh there is a certain journal in that bag that I'm going to need later…Why I need the journal? I helping our very important guest solve a mystery…Where's the bag? It's in the hospital's lobby you know the hospital I ordered you to break into in order to get our very important guest?...Good just checking if you still remember…Great! When you get it meet me and Twilight at the garden…Thanks just don't draw any attention to yourself okay?...Alright, bye" Once the call was over Fredrick pressed one segment on his finger which made an longer beep noise which ended abruptly "Okay Paranoia should be on his way to your world to pick up your bag. He'll meet us at the garden when he picks it up"

"That's good to hear, but I have one question" Twilight said with a confused tone.

"You ask I will answer my dear…"

"How did you communicate Paranoia only using your hands? Because I remembering seeing Panic's illusion doing something like that before"

Fredrick took a deep breath "It's a tad complicated to say my dear, for you see I'm not one-hundred percent sure myself how it works. According to Paranoia only himself and his brothers are capable of using this strange form of communication"

Twilight furrowed her brow "Then how are you able to use it?"

"Paranoia taught me; he told me just to think your hand as a phone and the segment's of your fingers as buttons."

"That's it?"

"Unfortunately, that's all I know. I'm just as curious as you are my dear, but when I asked Paranoia further about the subject he told me he could explain it all to me but he also said the explanation will get to a point where it sounds so complicated it will not just put me to sleep but him as well."

"It's that complicated?"

"Apparently, but Panic gave me a saying that I'll use for everything that is complicated as it"

"Which is?"

"A wizard did it…"

/

Location: Nightmare Realm (Blackened Wasteland)

Time: 2:45 P.M

Forty-one minutes have passed since our equestrian group started following the nightmare to his village, and so far the landscape seemed unchanged to them.

"Are we there yet?" Groaned Pinkie.

"RuahRuah" Replied the nightmare.

"He said we're almost there" Translated Luna.

"Good! I was getting tired of this wasteland" said Applejack.

"I second that opinion" added Rarity.

The nightmare then started to wave his arms wildly "Ruah!Ruah!" he yelled in excitement.

"Whoa there partner what's with the weird gestures?" Applejack questioned with a raised brow.

Luna laughed before translating "He's saying the village is just over that hill"

"That's great to hear. Now we can finally figure out where to go in this empty wasteland" Shining said with relief.

"Then what are we standing here for? Let's get going already!" Pinkie shouted impatiently. The group continue to walk over the hill save for Pinkie Pie who immediately ran straight up and down the hill out of everybody's line of sight. "Hey, Pinkie wait for us!" Applejack shouted hoping that it will reach her hyperactive friend.

"Don't waste your breath Applejack I don't think she heard you" Rarity said with a small smile.

"Heh, I didn't think it would, but it was worth a try" Applejack responded while rubbing the back of her head.

"Ruahhhh Ruah Ruah Ruah Ruah Ruah Ruaahh"

"Uh…Luna what did he say?"

Luna giggled "He said wow your friend sure has a lot of energy"

"Well that's Pinkie Pie for yah she never seems to be short of energy and enthusiasm"

Once the group got to the top of the hill the village the nightmare told them about was in sight. The village itself wasn't very large only having a total of fifteen houses; however, two of the houses seem to bigger than the rest. The big house in the middle of the village seems to be heavily decorated which reveals it importance. However, to everybody's surprise except for Applejack, and Rarity it seems that a celebration is currently being held in the village.

"Ruah? Ruah Ruahh Ruah Ruah Ruaahh Ruah?"

"I didn't know your people were holding a celebration. May I ask for whom?" Luna asked.

"Ruah Ruaah Ruahh Ruaahh Ruah Ruahh"

"Really? Then I can only guess this is the work of your friend Applejack and Rarity" Luna said as she turned to the two ponies she named.

"Yep, this is Pinkie's work alright" Applejack confirmed while adjusting her hat.

"Wow, Twilight told me that she can make party out of nothing fast, but I didn't think it would be that fast. I mean she was ahead of us for just a few seconds!" Shining said in surprise.

"I know, this is a new personal best for her" Rarity added.

Before they knew it Pinkie called out to them "HI GUYS! I'm throwing our first Visit to Another World Party! Come on in and join the fun! These nightmare's guys are friendly people even though some of them are missing skin in certain parts of their body…"

The nightmare that was with the group immediately took off running with the intention of joining the party "Ruaahh! Ruaahh!"

Once the nightmare left the rest of the group looked at each other "Well…I reckon we might run into the guy we're looking in the party, so I guess a little partying wouldn't hurt" Applejack said.

"The backdrop for this party might not be ideal for mare such as myself, but looking at the drab worn out clothes these creatures are wearing just gave ideas. Ooo…I knew should have brought my notebook" Rarity added.

"Well…I guess if there's no way around it…" Luna said awkwardly.

"Just remember we're here for directions we can't waste time, so once we find the guy we'll head out again" Shining said. However, to Shining Armor's surprise Luna, Applejack, and Rarity already left to join the party leaving him alone on top of the hill. "…and they left me behind great…" he said with an annoyed tone as he walked down the hill towards the village.

/

Location: Ponyville Hospital

Time: 2:33 P.M

The hospital since incident remained on high alert until further notice by Princess Celestia. Business went along as normal for the doctors and nurse who worked there, just with more security than normal. However, for a certain nightmare it's rather aggravating "How annoying…since my last visit to this establishment security is tighter than ever. Looks like I actually have to put some effort into staying concealed, now where did Fredrick say where the bag is? The lobby? I guess I should start there."

Paranoia then melted into the nearest shadow he could find doing his best to concealed his presence from the remaining royal guards patrolling the halls. Jumping from shadow to shadow Paranoia eventually reached the lobby of the hospital only to find out the bag is gone. "Hmm…the staff must've taken it, but where? I wonder if there is a lost 'n' found in this hospital" he inquired. Paranoia looked around the lobby from the shadows and eventually found what he was looking for "Ah…a directory. Let's see…heh what do you know they do have a lost 'n' found and it's on the 2nd floor. I better get moving"

With this information in mind Paranoia continued to jump from shadow to shadow whether it belongs to pony or an object in order to reach his destination. Once he found the lost 'n' found he slipped underneath the door and looked around the room "Hmm…guess the pony that works here is on break…this just made my job easier" he commented. Paranoia slowly formed out of the shadow he was hiding in and begun looking around "Hmmm…if I was a bag that belong to a lavender alicorn where would I be?" After searching a bit further he found a brown bag with Twilight's cutie mark on it "Of course…."

He picked up the bag and opened it up to check its contents "Heh, this mare sure loves her books she even has notes in here as well; a very studious individual indeed…" Paranoia closed the bag as he created a small portal made of shadow, and dropped the bag into it. "And into the storage it goes. …hmm…I wonder how milady Fluttershy is doing? I can still feel her presence in this hospital…she should have checked out yesterday…hmm…this should be brought to my attention" with this said Paranoia once again melted into the shadows.

/

Location: Ponyville Hospital (Room 10)

Time: 2:41 P.M.

Paranoia after more shadow jumping eventually reached the room where Fluttershy and a few others were staying in. He slowly formed himself as he made his way to Fluttershy's bedside, when he got close to her he saw that she was still sleeping "Still asleep…how…disappointing…" he said to himself in a low voice. Not long after he said that a crow cawed in the room and landed on Paranoia's shoulder. "Umbra…you should have woken them up a long time ago…what was the delay?" Paranoia said to the crow with a slight threatening tone. The crow recoiled from Paranoia's tone *Cawww..?* It said in a sorry tone. "Sorry doesn't really cut it my son…now return home I'll wake them up myself" The crow nodded its head in acknowledgement and left Paranoia's shoulder into a small portal leaving Paranoia by himself.

"I'm do apologize everyone, for my son's negligence but hey…it's tough being a single parent there is only so much I can teach that boy." He said to the sleeping forms of everypony in the room. "But I digress…from the shadows I place within your dreams I recall them to me so that these beings may rise once again" he chanted causing dark shadows to come out of the sleeping bodies of Fluttershy, Rainbow Dash, Nurse RedHeart, Applebloom, and Spike. The shadows once outside the bodies immediately flew towards Paranoia and quickly absorbed by him. "And it is done…"

Paranoia then created portal that led back to his world, but before he left he turned back to the sleeping Fluttershy and created a small portal which dropped out a bouquet of strange colored flowers. "These are for you my dear Fluttershy…" He then left the bouquet near her bedside and then shortly left through the portal.

Once he left, Fluttershy's eyes began to open slowly and the first thing she saw was the bouquet Paranoia left behind and more importantly a small message left along with it.

_**For the mare who caught my eye,**_

_**I'm terribly sorry for what ordeal I had to put you through, and I know you may never forgive me for what I done. But I let me say this you are truly a mare that radiates innocence, and honestly, that is one of the reasons you have drawn me to you. However, the distance between us may be too great and fate may not want us to be together, but for you my dear I'm willing to defy fate just like my brother.**_

_**With love,**_

_**Your secret admirer.**_


	14. Chapter 14

Chapter 14: Finding out where to go.

Author's note: Well here's the next chapter to this story and sorry it took a while, but things are a little hectic in real life and procrastination tends to rear its ugly head time to time. But hey at least I manage to get this chapter out, and I hope you enjoy. Remember to review please I love to hear what you readers have to say…well at long as it constructive.

**Fun fact of this chapter: If you haven't figured it out already the wasteland is mostly populated by nightmares of dead things such as zombies and skeletons. Although, most are friendly, but some could be feral.**

_Question of this chapter: What do you think of the characters introduce so far? Do you like them? If so, why? If not, why not?_

/

Location: Blackened Wasteland (Village of the Dead)

Time: 3:00 P.M

Fifteen minutes passed since the party initial start and already everybody was enjoying themselves, except for Shining Armor who was walking through the party and talking to various nightmares hoping one of them knew where Lord Nightmare's Mansion was. However, the nightmares he asked either couldn't speak, hear him over the music or was too busy having fun in Pinkie's party. "Grr…none of these of these nightmares are any help. Is there anypony here that can talk?" he questioned. Shining continued his search until he saw a nightmare that didn't look liked the other. The nightmare in question was wearing a grey hooded robe that seems to be decorated with odd shaped jewelry and symbols. The nightmare also seems to be holding an open book in his left hand and is reading the pages while taking sips from a cup in his right.

Shining ponder for a moment before taking action "_Well he or she certainly stands out from the other nightmares. Maybe he or she knows anything"_ He then made his way to the hooded nightmare, but as he got close to the nightmare it immediately closed the book it was holding and turned to face Shining.

"Hello equine…what does thou need of me?" it asked in a dry voice.

Shining blinked for a moment not prepared for the nightmare to notice his presence this fast, but he quickly regained his composure "I want to ask you for directions" he said.

"Directions to where exactly?" it said while taking another sip from its cup.

Shining noticed that the nightmare's hand was deathly pale, but decided to ignore it "To Lord's Nightmare's Mansion"

"Ah…the mansion…now tell me boy. Why would you want to go there?" it asked.

"I need to go there to save my sister from Lord Nightmare; she was foalnapped by him and I have no idea what he's going to do to her"

"You're worried for your sister…an understandable scenario. Here take this…" The nightmare then flipped through the pages of its book before stopping on a single page. When it stopped on the page something floated out of the book and headed towards Shining Armor. Once the object was close enough Shining took the object with his magic and opened it up "A map! And it shows where we are…" he said with his excitement dying down. "What's the big idea! This map only shows where we are currently in the village!" Shining exclaimed angrily. "Wait…how is the map doing that?"

"That's because this is a personal map it always shows the location of the owner and the owners nearby friends"

"Well that's new…but how is this map going to help me and others find my sister?"

The nightmare sighed "You see that arrow pointing outside the village?"

"Uh…yes?"

"That arrow is pointing you to your next destination or at least where you should head. Right now you programmed it to find Lord Nightmare's Mansion"

"So the map is telling me to exit the village first then once I'm back out in that wasteland it should show me which direction to go. Am I correct?"

"Precisely boy, now…leave me I wish to enjoy the festivities undisturbed" the nightmare said as it turn away from Shining.

"Thanks, this will really help"

"Think nothing of it…but you should enjoy the party"

"Why should I enjoy this party when my sister is in the hands of your Lord!"

"Heh…my lord? I'm sorry to break this to you boy, but I don't serve him…"

"Wait what? Aren't you a nightmare yourself?"

"Heh…you made that assumption on your own boy"

"Then who are you?"

"An angel…"

"An angel? What's that?"

The angel instead of responding simply ignored the question, and took another sip from its cup.

"_I guess he or she doesn't want answer anymore questions. Doesn't matter now I have what we need to find the mansion. Although, that encounter did leave me with more questions that will have to remain unanswered. Twily, your big brother is coming to save you."_ He mentally promised as he took off to find the others in the ongoing party of nightmares.

/

Location: Village of the Dead (Chief's Home)

Time: 3:13 P.M

During the party Pinkie was approached by a skeleton nightmare wearing a cow skull on its head. The nightmare asked her to follow him, and Pinkie none the wiser agreed and followed the creature to its hut. When they got there the nightmare faced her and spoke "Hiiie…I'm skelllly the chef-f ch-hf…argh! The guy who runs this villllllage in the middle of nowhere"

"Nice to meet 'cha Skelly I'm Pinkie Pie"

"Welllll met my child, now…I bet y-you're wondering why I brought y-you here" Skelly said with an awkward voice.

"Well I was for a moment then I thought. Hey! maybe this boney guy can give us directions to Lord Nightmare's mansion in this empty wasteland" Pinkie said with smile.

"Ohhhh…straight to the p-point. Well I w-was going to r-reward you anyway, for br-bringing life to my village fu-full of stib-sti…grrr…village full of dead guys!"

"No problem Skelly, it's what I do"

"Quite right. Any who, as for your d-directions just f-follow the path that exits th-he east of this villlllage, but I have one qu-question why in the d-damn sk-skeletons do you w-want to go to Lord Nightmare's Mannnsion?!" Skelly exclaimed.

"Oh that's easy. Our friend Twilight was foalnapped by your Lord's right hand men the Nightmare Brothers, so we used a portal to cross from our world to your world in order to rescue her"

"Oh…well that make sense…b-but you shouldn't go there…"

"Aw…why not?" Pinkie said dejected.

"H-hold on let m-me finish…you sh-shouldn't go there not w-without this!" Skelly then held out his right hand and open his palm only to show nothing at all in his hand. Pinkie none the wiser stick out her right hoof and shook his hand. However, the reaction Pinkie got from Skelly was not what she expected "Grr…grah! Dang it! Dang it! Dang it! I freaked it up again!"

"Uh…Freaked what up?" Pinkie asked confused.

"That wasn't s-supposed to be an h-handshake their w-was suppose to be a key in m-my hand for y-you to take!"

"Why would I need a key? I don't have fingers to grab it with silly"

"Errr…quite right. C-Could you h-hold on for a moment? I n-need to f-find that b-blasted key" Skelly said as he searched around his house looking for the key.

…Five minutes later…

"Grah! I l-looked everywhere for that blasted k-key! Where in t-the dang forsaken wasteland did I p-place that key?!" Skelly roared as his eye sockets started glowing red. Pinkie giggled slightly at the skeleton's desperation "What are y-you laughing at? You brightly c-colored equine!" he said with rage nearly peaking.

"At you silly!"

"T-That was a r-rhetorical question…" he said annoyed.

"And I also found that key you're looking for"

"WHAAATT! Why didn't you say so earlier!" he said with his eye sockets nearly bursting into flames, but instead of getting an answer Pinkie got close to his face and whispered

*Because I didn't want to embarrasses you* she said as she pointed to the key that was hanging on one of the horns on his cow skull.

"…Never speak of t-this to anyone" he said flatly as his anger subsided.

"Okey dokey" she said with a salute.

"Anyway…here y-you go…" he then took the key off his horn and gave it to Pinkie who took in her mouth and stuffed it into her mane.

"That's it? I thought you're going to be dramatic about this key?"

"The magic is gone…so I didn't even bother anymore…" he said as he huddles up into a corner in the room.

"Uh, what are you doing?"

"This i-is my s-shame corner…"

"Shame corner?"

"Uh, can y-you leave me a-alone for now? I wish to c-cry alone…" Skelly sobbed.

"Aw… don't be like that Skelly I'm sure you'll get it next time" Pinkie encouraged.

"You r-really think so?"

"Sure, and besides look what I got…" Pinkie trailed off as she turned around and started to make something away from Skelly's field of vision.

"Hey, what a-are you doing over there?"

"It's a surprise silly just wait a little longer I'm almost done. And…ta-da!" Pinkie then faced Skelly and handed him a lightly colored present which immediately lifted his spirits. "A p-present for me? You s-shouldn't have"

"Go ahead open it" Pinkie prodded.

"Oh if you insisssst" he replied with glee. Skelly then proceeded to undo the bow on the present slowly as he was doing this Pinkie took a few steps back while grinning knowing the contents of the present. Once the bow was undone Skelly began opening the box and when he opened the box he was met with a startling sight.

"SURPRISE!" Shouted Pinkie as she busted her face through the bottom of the box while wearing skeleton face paint.

"Ahhhhhhhhh!...Ha ha ha ha ha ha! Oh you got me child I-I did not e-expect that at all!" Skelly said with a grin only a skeleton could pull off. "How can I ever t-thank you?"

"Well…you can start by explaining what the key you gave me does" Pinkie said as she wiped away the make-up from her face.

"O-Oh, t-that ha ha is used to ha open the front ha door to the m-mansion ha ha ha! Geezus, I can't stop laughing ha ha ha"

"Oh is that all it does?" Pinkie asked slightly disappointed.

"Yup ha…not much e-else to it"

"And why did you give it to me?"

"B-Because ha ha that's t-the only s-safe way into ha the m-mansion"

"Really? Well I better get back to my friends and tell them what I found out" However, before she turned to leave she ran back up to Skelly took off his cow skull and placed a party hat on his "Oh yeah make sure to enjoy the party I worked really hard on it" she said with a simple smile before leaving the chief's house for good to tell her friends what she learned.

"Oh, ha ha I forgot to t-tell her ha that the m-mansion is alive a-and going to change s-soon ha ha ha!"

/

Location: Lord Nightmare's Mansion (Garden)

Time: 3:13 P.M

During their walk in the hallway Fredrick decided to strike up a conversation with Twilight so they can get to know each other better. Twilight kickoff the conversation by explaining to him how she first became Celestia's student and when she first came to Ponyville meeting ponies that will eventually become the friends she knows and love. Twilight also pointed out the experiences she had shared with her friends their triumphs and the lessons they learned together. Fredrick added his comments from time to time as she recall specific encounters up to now.

After she was finished talking Fredrick responded by telling that even though he personally witness all the events himself he found it to be more fitting to hear it from the mare who experienced it herself. However, Twilight told him she still found it creepy that a being from another world was watching her life up to this point, but Fredrick responded by saying he prefer the term observer. Twilight ignored that response and asked Fredrick about his life. However, Fredrick was reluctant saying that he doesn't really remember much about his initial creation, but he ultimately decided to tell her what he can remember by starting how he met his mentor the original Nightmare Lord.

As he started the conversation he opened a door in front of him and Twilight which led outside into the garden. Twilight was surprised at first by the sudden change in scenery, but when started he started to explain how he met his mentor Twilight quickly focused her attention to him in order not miss any details. However, to her disappointment his explanation was short. He told her all he could see at first was black and a couple of voices telling him that he was going to be alright after what seemed to be an eternity he woke up surrounded by the Nightmare Brothers and the Boogy Man himself.

"So that's how you met your mentor and your future right hand men?" Twilight questioned as they walked through garden. "Pretty much…like I said I don't remember much about my initial creation. All I can remember is how I met my mentor the Boogy man and my best me Panic, Fear, and Paranoia. To be honest, I think I may have lost some of my memories. What do you think my dear?"

"Well judging from what you told me it sounds like you may have been caught up in an accident. Which could explain why you can't remember much about your initial creation; because, if the accident involved any trauma to the head you probably suffered amnesia."

"That's an excellent deduction my dear, but from my experience I feel like it was no accident"

"What do you mean?"

"What I mean my dear is I think someone took my memories…"

"Took your memories? I suppose it is possible since I read in a book there are many ways to induce amnesia magic included, but if someone did took your memories why would they take the ones of your initial creation?"

"I don't know my dear, but let's not worry about me for now. Right now we should focus on the current mystery at hand, and once that mystery is solved then we can worry about my amnesia. Okay?"

"I guess…but tell me this Fredrick"

"Yes?"

"If you would be able to take off that mask what would you do once the mask is off?"

"Simple…put on another mask"

"Why?..." she asked in a confused tone. "Why do you want to wear another mask?"

"Because my dear Twilight…we all wear masks I just prefer to make mine's obvious…" Fredrick responded cryptically.

"Okay… what does that mean?"

"Figure it out my dear…you're quite intelligent after all"

"Right…anyway where is your mentor? We are in the garden aren't we? And where's the memorial you mentioned? I don't see it around here"

"That because we are standing in a mini garden placed on this part of the mansion's roof"

"Wait, we're on the roof of the mansion?!" Twilight exclaimed in surprise.

"Technically only a part of the roof" Fredrick corrected.

"That's beside the point. We just walked down several hallways and not once we climbed any set of stairs"

"That's because your room is located on the last floor of this mansion"

"Oh…uh…I knew that…" Twilight said as she looked away embarrassed.

"As for the garden I spoke of just look beyond the railing in front of you" Fredrick said as he pointed ahead of himself. Twilight did as he said and looked beyond the railing in front of her. What she saw beyond the railing surprised her, for the garden they were looking was enormous taking of several acres of land. It also seems to be divided into four quadrants, but she can only make out two of them. The quadrant to the left of her seems to be a hedge maze similar to the one found near Canterlot Castle, but the quadrant to her right seems to be a forest made up of strange looking mushrooms ranging from large to small sizes.

"That's the garden!" She exclaimed in shock.

"Only half of it my dear. What you can see before you is the Maze of Wandering Nightmares and the Fungal Forest…don't worry the mushrooms in that forest are mostly edible save for some"

"Okay…I have a few questions"

"Shoot"

"First, why do you call that hedge maze the Maze of Wandering Nightmares?"

"Well it used to be a normal hedge maze until some stray feral nightmares decided to make it their home. However, I also seen some regular nightmares go in there only to be lost, but don't worry about them they eventually find their way out in about…fifty years give or take"

"Fifty years! Aren't you worried about your own kind?"

Fredrick sighed "Let me tell you something Twilight. Dreams and Nightmares can never die not as long is there someone that believes in those dreams or nightmares" Fredrick explained.

"So…you're saying they're immortal in a sense?"

"Pretty much…and their strength and power is influenced by how many people believe in them"

"Wow…how many people believe in you?"

"To put it simply…As long fear and terror exist in the world I will never die"

Twilight stared at Fredrick in disbelief, for if what he said is true it means that there is no definite way of destroying him. This also means the power he possesses is immeasurable which meant he was going easy on her during their first encounter. It didn't take Twilight long figure out how the nightmares in his body are go about to plunge his world and her world in eternal darkness.

"_A body with such immense power the nightmares in his body wouldn't have much of a problem plunging worlds into darkness. I'm starting to doubt that Princess Celestia and Luna have enough power to stop him I don't even think the elements of harmony could stop him as well. Fredrick I'm starting to understand why you need my help…"_

Twilight was broken out of her thoughts when she heard Fredrick speak again "Well my dear we have strayed a bit of topic. How about we go back to it?"

"Huh? Oh right! Sorry" Twilight said quickly as she composed herself.

"It's quite alright my dear. Now please ask your next question"

Twilight while already satisfied with what she learned from her first question figured that it wouldn't hurt to learn more about the garden. "I was wondering…why do you have a forest made up of mushrooms in your garden?"

"Well my subordinates were complaining the lack of mushrooms for their pizza and other meals that require the fungus, and since I still had a good amount of space in my garden so I thought why not? But imagine my surprise when the mushrooms we were growing ended up becoming a forest, and the funny thing is there are beings living in there"

Twilight became curious at this information "That's interesting what kind of nightmare would live in a forest made up of mushrooms?"

"Heh…That's where I have to stop you my dear"

"Wait…are you saying the beings living there aren't nightmares?"

"That is exactly what I'm saying my dear. These beings are a new race not seen in my world before"

"That's amazing! And they only started to appear after your mushrooms became a forest?"

"As the brother of your friend Applejack would say 'yup'"

"I wonder what they look like…" Twilight said curiously.

Fredrick laughed a bit "Well after we meet with my mentor I suppose we can explore the forest and meet this new race together"

Twilight looked at Fredrick with eyes filled with glee "Really?" In response all he did was nod his head which signaled yes. Twilight became elated jumping up and down before stopping in embarrassing realization that Fredrick is currently watching her act like a filly. "Err…That's great!" she said before giving of an embarrassed smile.

"That's good to hear my dear now…tell me Twilight how is your flying skills?" Fredrick asked already knowing her answer.

Twilight looked away from Fredrick again in embarrassment "I'm still learning…" she said quietly. Fredrick heard her quiet response, but he decided to mess with her for the fun of it "I'm sorry my dear I did not quite catch that would you mind saying it again?" he ask politely. "I'm still learning…" she said again only slightly quieter than her first response. Fredrick found himself smiling underneath his mask "I still couldn't hear you my dear please…once more" Twilight sighed and took a deep breath as she faced Fredrick "I said I'm still learning" she finally said in normal volume.

"Really? That's quite a shocker" Fredrick said in mock surprise "But I suppose that's what I get for assuming"

"Yeah…I'm still new with these wings. My friend Rainbow Dash was teaching me how to fly before...err you cause this whole fiasco"

Fredrick once again reminded what he ordered his brothers to do in her world felt a bit awkward "Ah yes…I'm very sorry about that…"

"I know you are, but why did ask about my flying skills?" Twilight asked with a raised brow.

Fredrick quickly composed himself before responding "Well I thought we could fly to the garden instead of walking, but considering your situation looks like only one of us will be doing the flying"

"You can fly? With what? The only conclusion I can come up with is you can use a levitation spell"

Fredrick chuckled "And you'll be right Twilight. I can use magic to make myself fly, but I can also fly with theses" Then as Fredrick ended his sentence two large strange looking wings appeared behind him. The wings themselves seemed to be made up of ten pieces of sharpen plates of metal shaped to look like blades of swords held together by a single crimson orb. Twilight was awe struck at Fredrick's wings as she recalled her new wings have grown larger to fit her new body, but when she looks at Fredrick's they're much larger compared to his body. Twilight knew that he is a powerful being, but those wings solidify that fact and help add to her list of reasons why she should help him. Unfortunately however, as Twilight was busy with her thoughts Fredrick took this chance to scoop her up bridal style and take off into the night sky.

"H-Hey?! What are you doing?!" Twilight exclaimed with a flushed face.

"Well my flight challenged angel. I thought instead of asking you to grab hold of me I went 'hey! Since I'm going to have you as my passenger anyway I just might as well take you into the air instead of waiting for you to response'"

"You should still at least wait for my consent!"

"Well there isn't much we can do about that my dear now can we?" He said with a hidden smirk. "So I suggest you hang on tight because as a word of warning I do like to be a daredevil when I'm flying"

Twilight's mind immediately started to panic after hearing this "Wait what?!" However, as soon as she said that Fredrick immediately dive-bombed at a high speed that could contend with Rainbow Dash. "Ahhhh!" she screamed as she wrapped her arms around Fredrick and held on for dear life. Unfortunately, for Twilight this was the beginning of the ride Fredrick planned for her as he made his way to the Fungal Forest.

/

Location: Blackened Wasteland

Time: 3:25 P.M

Pinkie met up with her friends shortly after talking with Skelly. While leaving out the fact she has a key she told them that there is a path that leads outside the village, and as long they follow that path they will eventually reach Lord Nightmare's Mansion. Moments later Shining met up with them as well and told them he was given a personal map that will help lead them to the mansion. However, much to his surprise he was told that Pinkie found a way to get to the mansion as well, but instead of questioning how Pinkie got a hold of this simple information he decided to go with her suggestion. Unfortunately, that did not stop the others from questioning what the personal map does, but Shining told them that he will explain it when they start walking down the path. After partying for a little while longer the group took their leave while saying goodbye to their new dead looking friends.

Once they started walking the path Shining explained how the map works. He told them the arrow that is showing on the map is telling them which direction to go in order to reach their destination which in their case is following the path Pinkie told them about. He also explained that the map only shows their current location and the blue dots are themselves.

"Now that's one heck of a find Shining" said Applejack

"Indeed I never knew such a thing existed. Although…I wish it wasn't so shabby looking" Rarity added.

"I'll admit it is an interesting find, but I have one question…where did you procure such an item?" Luna asked.

"I got it from this strange hooded being that was at the party. He or she gave it to me when I told it that we're saving my sister."

"Really, that it? You just asked it and it gave to you?" Luna said with a confused look.

"Pretty much, but that's not the strange part. When I assumed the being is a nightmare it told me it wasn't, but instead it told me it was an angel."

"An angel? What in tarnation is that?" Applejack questioned.

"I don't know; your guess is good as mine. What about you Princess Luna do you know what an angel is?"

"Unfortunately, no we have no records of such beings in equestrian, but it could be possible these beings exist in this world"

"I guess we'll cross that bridge when we get to it then" said Applejack

"Agreed" responded Shining.

After the conversation the group continued along the path. However, after walking for a few hours the map Shining obtained from the angel started to make an alarming sound

"WARNING! WARNING!" The map screamed out causing the group to stop in their tracks and investigate the map. When Shining pull out the map and opened it the map stopped making the noise, but instead it showed a large red dot on the map heading towards their direction.

"Uhh…Shining if the blue dots are us then what do the red dot's represent?" Pinkie asked somewhat nervously as the ground beneath them started to shake.

"Well since the blue represents friends and allies. I believe it's safe to assume that whatever the red dot represents is not friendly" Shining responded as the red dot inches closer to their position and the shaking grew worse.

"Yeah and the size of that dot tells me that whatever it is. It's huge" Applejack added.

However, not long after she said that the cause of the shaking earth revealed itself to them. Breaking through the dried out wasteland was a colossal serpent that went over their heads and back into the earth with its remaining length following suit. The group remained awe struck for a moment before Pinkie notice something appearing on the map.

"Hey Shining your map is writing something out!"

"Huh? Hey you're right!"

"Well what does it say?" Applejack said impatiently "Because I don't know if ya'll notice, but that giant whatever it is, is coming back!"

"Hold on the words are becoming clear…"

_Wrym of the Wasteland_

_Druge_

_Bio readings:_

_Family: Nightmares/ Dragon_

_Element: Darkness_

_Weak: ?, ?_

_Lvl: 10_

_Health: 100_

_Atk: 100_

_Def: 90_

_MgAtk: 0_

_MgDef: 50_

"What the heck? What's all this stuff?" Applejack said in confusion.

"I don't know!" Shining shouted in panic as the serpent grew closer and closer.

Luna gazed upon the words and quickly figured out what it meant "I know what the map is telling us" she said as her face grew a smile.

"What does it mean Princess Luna?" Shining asked in desperation.

"The map is telling us all we need to know about the giant serpent!"

"It is?!" exclaimed everypony in shock save for Luna.

"I'll explain later, but first we have to deal with this nightmare!" she shouted as the serpent broke out of the ground showing its head. The serpent itself is grey in color, but it also seems to have strange markings of its own colored black. Also the eyes of the serpent seem to glow yellow in anticipation of its next meal, and once it let out a mighty roar the group steady themselves for a fight.

/


	15. Chapter 15

Chapter 15: It's a Giant Wyrm!

Author notes: Warning! Shorter chapter ahead! Reason? Battle chapter of course and because if I add anymore story to this chapter then it wouldn't make sense with this chapter's title. Just so you know chapters usually last around 4,500 or more, but there will be special cases such as battle chapters and others. Anyway enjoy and please let me know what you think of this chapter.

**Fun fact of this Chapter: I know you know that there are video game references in the last chapter. Well…so does this one, now can you tell what kind of genre of video game these references are pointing to?**

/

Location: Blackened Wasteland

Time: Where we last left the group…

The serpent lunged forward hoping to get the first strike, but unfortunately for it the group dodged to the right side of its face causing it to crash into the wasteland. "So this is what a high level nightmare looks like Princess Luna?" asked Shining as he got his magic ready to strike back. "Indeed it is, but fortunately for us it isn't a really strong one" Luna responded as her horn glowed with magic as well.

"Isn't very strong?! Are you sure you're looking at it right?" Applejack shouted in disbelief "Because if you ask me that thing is big enough to level Ponyville!"

"Don't be discourage by it size Applejack, for nightmares grow strong by those who fear them. Compared to other high ranked nightmares this is simply a runt scavenging for food"

"Well I hope you have a plan because that thing didn't like the taste of dirt in its mouth"

True to what she said the serpent shook off the impact and directed its attention back to its original targets. Its eyes glowed a bit as it hissed in anger. "Ooo! Ooo! I got an idea!" Pinkie shouted getting everyponies attention. "What is it Pinkie? And be quick because that thing is getting ready for another attack!" Shining exclaimed as he shot a few magical shots at the serpent which didn't do much to faze the creature.

"Well you see I was thinking…since this map of yours is telling us that Druge is more resistant to physical attacks than magical attacks then we should attack him with magical attacks!" Pinkie explained.

"Wait, Pinkie doesn't that mean we can't even hurt that thing?" Applejack said.

"Yup, which also means only Rarity, Shining, and Princess Luna can hurt Druge effectively."

"But I already tried shooting magic at it Pinkie. It doesn't even faze this creature" Shining responded. However, before Pinkie can respond the serpent know as Druge opened its mouth releasing a cloud of gas at the group. Luna immediately responded to the threat by casting a magical barrier around the group to block the gas. "Good heavens! What was that!?" Rarity exclaimed in shock.

"Sleeping gas…If you were to breathe this in then you would be at the mercy of this nightmare" Luna said with a serious tone.

"Yikes…"

"Oh my…"

"That was close then…"

"Hey, didn't Paranoia use something similar?..."

Once the gas cleared the group was met with the gaping maw of the serpent, but again unfortunately for Druge Luna was expecting this kind of tactic from the serpent and used her magic to teleport herself and the others out of harm's way. As for Druge the serpent again tasted the foul soil of the wasteland. Luna and the others reappeared shortly a fair distance away from the serpent with Pinkie and Rarity holding Applejack tightly for dear life with looks that show they just saw their entire life flash before their eyes.

"OhmygoshOhmygoshOhmygosh!" Pinkie said quickly. "DID YOU SEE THAT! It was coming right at us!"

"Well shoot…that snake is much trickier then it looks." Applejack said while hiding the fact she was terrified how close the serpent was to eating them whole.

"I'll say that's cutting a tad bit close…" Rarity added while shaking nervously.

"So the sleeping gas was a trap…it knew that if the gas didn't get us we would be wide open for another attack" Shining commented.

"Indeed, and in more ways than one its strategy worked even if it didn't swallow us whole" Luna added.

"What do you mean Princess?"

"Remember, I said nightmares like these grow stronger when more beings fear them. Even though it failed in its primary attack it succeed in scaring a few of us in order to increase its power"

Shining eyes widen upon hearing this "So you're saying that thing doesn't have to eat us to win, but to scare us enough times so it will become impossible to beat"

"Precisely…"

Shining immediately opened up the map which again shows the statistics of the nightmare. What he saw caused him to curse under his breath, for the serpent's stats have indeed increase. The creatures level was increased by one along with its health, attack, and defense which increased by fifty points, but strangely its magic attack, and defense remain unchanged. Shining noticed this and immediately notified Luna "Princess! The serpent's magic attack and defense remain the same! Which means Pinkie's is right we have to use magic on it, but where? I used magic on it but it didn't even faze the serpent" While Shining was talking Luna examined the serpent she remembered just before she teleported everypony to safety she saw certain symbols on the nightmare glow while it was attacking. "I see now…" she said quietly as she charged straight at the serpent.

"Princess wait! We need to form a plan first!" Shining shouted, but sadly his words fell upon deaf ears as the Princess of the night continued her charge against the nightmare.

"What the hay is Luna doing?!" Applejack shouted while still being held tightly by her friends.

"I don't know! She just took off when I explaining to her that we need to use magic on that thing!"

"That's what I was trying to tell you silly, but Druge didn't want me to spill the beans!" Pinkie added.

"Wait what do you mean Pinkie?"

"All I'm saying is it has a weak point…well I think it has four actually"

Meanwhile with Luna as she got closer to Druge the serpent snapped out of its stupor after missing its attack twice now turned to face the incoming Princess. Druge thinking of a new tactic retreated back into the ground causing Luna to lose sight of the creature. "Shoot now I have to wait for it to come back up" she said to herself. For a moment Luna stood there waiting for the nightmare to reveal itself. After waiting for a few minutes Luna suddenly took to the air while the ground she used to be standing on broke open revealing the gaping maw of Druge who attempted to swallow the Princess whole only for her to fly out of its reach. "Now I got you" She said with a small smile. Luna then flew behind the head of the creature and shot a couple of magic missiles straight at two of the glowing symbols on its neck. Once the magic missiles hit their target the sound of glass breaking can be heard along with the serpent roaring in pain.

"Looks like Luna found two of them weak points you mention Pinkie" Applejack said.

"I know right? Those symbols on its body glow when it attacks, but four of them glow a different color which means those are the weak points. You know? I think that should have been obvious from the start"

"Well now we know where to hit this creature, but now the only thing we have to worry about is avoiding its attacks" Shining said.

"But where are the other two weak points? I only saw two on the back of that creature's neck" added Rarity.

"Oh that's easy just look into its mouth" Pinkie said as she pointed to the mouth of the nightmare. True to what she said they saw two more symbols glowing in the mouth of the creature. "Well that's just great. How are we going to hit those things without letting that snake make a meal out of us?" Applejack said in an annoyed tone.

"I got a plan, but we need to get Luna's attention first" Responded Rarity.

"Somepony called my name?" Luna said as descended unexpectedly into the group.

"Princess Luna?! I thought you were busy with that nightmare?" Shining said surprised.

"Pinkie told me that one of you has a plan. Mind letting me in on it?" she asked curiously.

Once Luna was with the group they filled her in on serpent's remaining two weak points while Rarity also told the group her plan to expose those weak points without getting eaten by the nightmare. However, while they were discussing the plan Druge regressed back into the hole it created preparing another attack on the group. Once the group figured out their plan of attack they quickly prepared themselves for the serpent's next attack.

After a few minutes the group felt rumbling in the ground and it didn't take long to find out why, for they heard the ground behind them break and when they looked behind them they saw the serpent heading straight for them. But before the group could react to the nightmare's advances the serpent quickly dived underground leaving the group wondering what was the serpent planning.

"I don't like the looks of this" Applejack said while scanning the ground for any signs of the nightmare.

"Just what is that thing planning?" Shining asked not expecting answer.

"I have to give this nightmare credit. At least it's smart enough not to use the same tactic twice" Luna commented.

Another few minutes pass before the rumbling was heard and felt again, but this time the rumbling was right below the group and before they knew it the ground beneath them started to collapse. In response to this Luna immediately used her magic to teleport everypony out of the area.

"What the heck?! That thing tried to give us a dirt nap!" Applejack exclaimed in shock.

"Not just that…Pinkie now!" shouted Rarity.

Pinkie in response to Rarity's shout turned around bringing out her party cannon and fired into the maw of Druge who was close to eating them whole. Before the serpent knew its surprise attack failed it found it was unable to close its mouth, for something was keeping its mouth open.

"Direct hit!" Pinkie shouted in excitement.

"Luna and Shining, the weak points are exposed! You know what to do!"

"Right!" they both said in unison as they started to fire magic blasts at the weak points which started to glow red under the continuous blast, before finally breaking.

"We did it!" Shining said as the nightmare recoiled from the lost of its symbols and emitted a dying roar before falling to the ground motionless.

"Well that's one less problem to worry about, but I feel like there something missing…" Pinkie said. "I just can't place my hoof on it…"

"As do I…" added Luna.

"Missing? What do yah mean?" Applejack questioned with a raised brow.

"I agree with Applejack Princess Luna. What else did you expect?" Rarity asked.

Shining thought about it for a moment before his eyes widen "We should get away from this thing now!" he shouted as he ran to gain distance from the defeated nightmare. At first Applejack and Rarity were confused why Shining ran until they saw the nightmare glowing along with cracks along its body. "I think Shining has the right idea…run!" Applejack shouted as she followed Shining's example. "I second that statement…run!" Rarity shouted as she ran.

"Hey! Where everypony running off too?" Pinkie said as she chased after her friends in curiosity.

"_Now, I wonder where they're running off to?"_ Luna thought to herself as she used her magic to teleport herself in front of Shining Armor who immediately stopped in his tracks. "Where are you ponies going? There is nothing to run away from" she asked. However, before Shining could respond an explosion was heard from where the nightmare was. As they looked they saw in the location the nightmare is was a string of purple explosion following one big one. As the smoke cleared nothing remained of the nightmare except for a decorated chest.

Shining, Applejack, and Rarity stared at the spot where the nightmare used to be in confusion, but before any could speak a word Pinkie squeed in excitement "There it is! That's what was missing, a big explosion!" she shouted as she made a beeline for the chest. "Indeed…it seem hardly appropriate for a boss to be defeated and not have some sort death sequence" added Luna as she followed Pinkie.

"Uh…does anyone know what they're talking about?" Applejack asked only getting no responses from Shining and Rarity. "Yeah…I thought so…"

A few minutes later Luna and Pinkie Pie returned to the group with the chest that was left behind from the explosion "Hey guys! Check out our reward for beating Druge!" Pinkie said with excitement in her voice while the others still looked at each other confused by the situation presented to them. "What do you mean reward?" Shining asked. "Why don't you open it up and find out?" Luna said simply. Shining left with no other option in this situation did what Luna said and became surprised at what he saw in the chest. In the chest was a bunch of gold, jewels and a single iron sword and shield. Shining used his magic to pull out the sword and shield from the chest and examined them closely "Wow for a sword and shield stuck in chest they don't seem half bad. Makes me wish I brought my own"

"Look at all those jewels! Rubys, sapphires, topazs, emeralds, and even diamonds! I can make many fine clothes with those jewels, but how am I going to carry them all?" Rarity said with a little sadness in her voice.

Luna gain a small smile when she heard this "I got something to help with our inventory problem" she said gaining weird looks from the group save for Pinkie Pie who just smiled knowing what Luna was about to bring out. Luna used her magic to pull out a bag from her mane much to the confusion of the group "My fellow ponies I present to you the infinite bag!" she announced proudly.

"Infinite bag? What the hay is that?" Applejack asked.

"Actually I'm still working on the name…but yeah as the name implies this bag has no limit to what it can carry. Which means we have a way to carry all this loot!"

"Really?!" Rarity said in excitement.

"Yep"

Rarity in response to this confirmation gave off a squee and nearly fainted. Applejack however, still had one more question "Wait I know that bag can carry anything, but what if we need something from that bag?"

"Easy, just think of the item you want from the bag and reach into it you should pull out the item you want"

"Really it's that easy?"

"Pretty much. Anyway we should get back to following the path the sooner we find the mansion the sooner we can save Twilight" Luna said as she pour the contents of the chest into the bag which didn't seem to expand from the large amount of gold and jewels. Once everypony gather their bearings they continued to walk down the path before them with the map helping point the way.

"Shining…you mentioned you wished you brought your sword. Don't tell me you…"

"Forgot it? Yeah uh…I did actually…" Shining said embarrassed.

Luna sighed "You should take better care of your belongings Shining. You do not want to be stuck in a boat without a paddle figuratively speaking"

"Yeah…uh you don't mind if I use the sword and shield we just got right?"

"Just don't lose it…"

/


	16. Chapter 16

Chapter 16: The Problem in History and The Present.

Happy Holidays readers. This is TheFoolOfTheNoon here presenting a another chapter in this story and all I can say is sorry it took too long, but hey procrastination and writers block is such a pain to deal with yah know? Anyway I hope you enjoy this chapter and please let me know what you think of it.

**Fun Fact: The squeamish should read with caution at the near end of this chapter. (So you can't say I didn't warn yah. But don't worry no one loses anything…but they were pretty close don't 'cha know?)**

/

_Location: Forest on the outskirts of a city_

_Time: ?_

_In a forest away from the noise from the city…two figures one male who seems to be in his twenties and a young girl walk down a path like they have many times before, conversing about a certain problem in their life_

"…_Mother? Do you know why your parent's can't see me?" spoke the taller figure._

"_Desmond I don't know why mom and dad can't see you or anybody else for that matter" responded the smaller figure._

"_That's…unfortunate"_

"_Desmond…please don't be sad. We will find a way for my mom and dad to see you"_

"_That will be the day…"_

"_But let's not worry about that right now. Look!" the smaller figure said as she pointed to a bird perched above them. "It's a robin!"_

_Desmond looked at the bird with interest. Though, moments later the bird looked back in his direction surprising him. "Mother did you see that? It can see me! The robin can see me!" he said in excitement._

"_I noticed, and look it's flying towards you!" True to what she said the robin flew towards Desmond and perched itself on his hat._

"_Whoa! Ha ha ha! Looks like I made a new friend" Desmond said as he took off his hat to see the bird. "Hello there little one I see you taken an interest in my hat" The bird chirped in confirmation. "Well you don't suppose I can have it back now?" he asked kindly. However, the bird shook its head in response to the question. "Oh? Why not?" Desmond asked while unaware that his mother is doing her best to avoid bursting into laughter. The bird chirped in sequence while moving its wings to help better explain what it's trying to say. "Oh? You're saying that you need my hat in order to attract mates?" The bird chirped in confirmation. "Oh my…I'm afraid to tell you this, my little friend, but this hat is too big for you" Desmond said in fake sadness causing the bird to droop in disappointment. "…However, if you give me back my hat I promise to make you one to fit your size" The bird pondered for a moment before nodding it's head and flying off the hat only to perch itself on Desmond's shoulder. "Well I suppose that's a better place to be for now, but since you gave back my hat I believe it's my turn to live up to my promise" True to what he said Desmond gather materials from the forest around him grabbing a twig, a pebble, a flower, and a small pile of dirt. Desmond's mother and the bird became confused with the materials he gather only to be surprised when he placed the materials inside his hat and shook it around causing a strange glow of light to emanate from where he placed the items. When the light faded Desmond reached into the hat only to pull out a small version of his top hat embroider with a small jewel placed in the center of a flower. "Here you go my little feather friend" he said with a smile as placed the small top hat on the bird's head. The bird chirped in excitement as if it's trying to say thanks. "Ha ha you're welcome. I'm sure now you won't have a problem finding mates now" The bird gave one more chirp of thanks before taking off leaving Desmond and his mother by themselves once again. "Well…aren't we eager?" Desmond said to himself quietly._

"_Desmond how did you do that?!" his mother exclaimed in astonishment._

"_Honestly mother, I'm not one hundred percent how it works, but I discovered I can create things by placing materials or objects in my hat"_

"_Wow…"_

"_But wait there's more! I also learned that this trick can make old objects look brand new!"_

"_Desmond that's amazing!"_

"_I know right?"_

"_You think you might have more secret powers then those?" she asked._

"_I cannot say for sure, but I can say it's a possibility"_

"_Yeah the possibilities…" Desmond's mother trailed off as she imagined him using a magical beam that creates cute animals._

_However, Desmond himself feeling awkward in the silence spoke "So uh…mother what we should do now?" he asked._

_His mother hearing his question snapped out of her daydream to answer his question "We should explore the forest some more and see what other animals can see you Desmond"_

_Desmond nearly forgetting the fact that something else beside his mother can see him leap at this idea. "That's an excellent idea! And who knows maybe I can make some clothes for the animals too!"_

_Desmond's mother giggled at the thought of her son dressing up the forest creature "Sure why not" she said with a smile. "I mean I always wanted to see a squirrel in a tuxedo and a rabbit in a dress"_

"_Hey…let's not get ahead of ourselves mother. I mean I'm not sure that's what they're going to want when I ask"_

"_Well I bet yah five gold that one of them will want a tux and a dress"_

"_I'll gladly take that bet"_

_The two continued to walk down the forest path talking and conversing on what the animals might want in turns of clothing before finally laughing together on how ridiculous they must of sounded. Time passed as the two met a variety of forest creatures wanting different types of clothing. Unfortunately, for Desmond's mother none of them wanted a dress or a tuxedo which in turn made her worried that she might lose the bet she made. However, just before they saw the exit to the forest they heard a cry for help._

"_Help, Please anybody help!" pleaded a voice familiar to Desmond's mother._

"_Joseph?" she said in confusion. "What's he doing here?"_

"_Joseph? Mother who is this Joseph?" Desmond asked curiously, but before she could answer his question a terrible roar was heard._

_*Roawww!*_

_Hearing this cause the duo's eyes to widen as they recall only one creature in the forest that can make that kind of roar, a bear. Not wasting time the duo made haste through the forest until they reached the source of the pleading and roaring. They ended up in a clearing in the forest only to see a brown bear towering over young anthropomorphic rat with fear written in his eyes._

"_Joseph!" shouted Desmond's mother unwittingly catching the bear's attention._

_*Roawww!*_

"_Jocelyn run! Go find help!"_

"_No! I won't leave you!"_

"_Don't be a fool just run!"_

"_Don't worry about me. Desmond's here with me"_

"_Are you serious?! You're imaginary friend can't help in this situation!"_

"_Just watch him. Desmond find a way to calm the bear!"_

"_On it!" Desmond responded as he quickly ran up to the bear quickly holding it in place._

_Seeing the bear struggle with an invisible force had Joseph dumbfounded "What the…?! The bear it's struggling?! How?!" he exclaimed in confusion._

"_How about you stop questioning it and get over here!" she shouted causing Joseph to flinch and quickly scramble to where Jocelyn was standing._

"_How are you stopping the bear?!" he asked._

"_I'm not, but my son Desmond is" she responded simply._

"_Son?"_

"_Well he calls me his mother which isn't wrong since I did create him, so I felt it would be appropriate to start calling him my son"_

"_I find that weird on so many levels"_

"_Well it's the same weird that's saving your butt right now, so be quiet!"_

"_Eeek! Yes ma'am…" Joseph said while looking down towards the ground._

_While his mother was having mini conversation with Joseph, Desmond was having a conversation himself with the bear. "So…I guessing that young err… rat upset you somehow am I correct?"_

_*Roaww!*_

"_I see…"_

_*Roaw Roaw!*_

"_Really? That's what this is about?"_

_*ROAWWW!*_

"_Okay okay geez…Look I'll cut you a deal"_

_*Roaw?*_

"_I can make you a new one just bring me the supplies and you'll have back good as new"_

_*Roaw?*_

"_I promise. I'll wait here"_

_Once Desmond said that the bear calmed down, when the bear relaxed Desmond let it go, which in turn quickly ran into the forest._

"_Whew! Now that the bear is gone we can finally leave" Joseph said with relief._

"_No we can't leave yet" responded Jocelyn "Desmond made a promise to that bear we have to wait for the bear with him._

"_Are you crazy?! That bear tried to kill me and now you suggest we wait for it to come back!?"_

"…"

"_Hey are you listening?!"_

"_Joseph… My son told me you did something to upset that bear. What did you do?..." she said in a menacing tone._

"_I didn't do anything! That bear chased after me after I accidently knocked down this weird looking scarecrow thing outside its cave."_

"_Scarecrow? Why would a bear have a scarecrow?"_

"_That's what I like to know!"_

"_Well the damage has already been done. Just be glad my son Desmond has the power to fix it. Although, one thing still bothers me"_

"_What would that be?"_

"_Why were you in the forest to begin with? I know you Joseph you're not the type to wander off from the underground considering how my people treat your people"_

_Joseph's felt his face heat up when he heard that question. He also mentally thanked Alpha that his grey fur covered any signs of a blush "Oh! Uh…well I just saw you walk into the forest by yourself err… I mean with Desmond and I thought well…you wouldn't mind me coming along…"_

_Jocelyn mentally smiled at his answer __"He's lying! Joseph, why do you make this so hard for yourself?" _

_Moments later the bear returned with a pile of leaves in its paws and dropped them in front of Desmond. "Is that it?" he asked confused. The bear shook its head in response and turned around to pick up a piece of rope it brought along with the leaves. "Well it looks like I lost a bet…" Desmond muttered under his breath. "Well let's get started shall we?" he said as he gather the materials into his hat and shook them up. Once the light faded from the hat Desmond reached inside his hat and pulled out a green strap dress with leaf patterns at the edge of the skirt. "And it is done milady" he said with a respectful bow. The bear simply smiled as a bear can and took the dress in its mouth and ran off into the forest with no intention of returning._

_For a few moments there was silence since everyone was still trying to comprehend what just happened. Some earlier than others…"Ha! You owe five gold now Desmond!" Jocelyn said with a triumphant tone._

_However, Desmond looked less than enthusiastic when he heard his mother's voice "I kinda figured that mother the moment the bear told me she needed a dress"_

"_Yeah…about that why would a bear need a dress anyway?" she said now puzzled with the obvious._

"_Actually mother I believe that would be our fault"_

"_Really? How so?"_

"_Well remember we started giving the forest animals clothes for them to wear?"_

"_Yeah…"_

"_Well the animals now in fashionable clothes decided to throw a ball in a undisclosed part of the forest, and miss bear wanted to make a dress herself so she can go"_

"_Ooohh…so that's why"_

"_However, before she was finish with her dress she told some ruffian crashed into her dress and destroyed all her hard work"_

"_Well we have the culprit right where we want him. Isn't that right Joseph?" Jocelyn said as her eyes focused back to the rat boy._

_Joseph on the other hand was still trying to understand the events that happened before his eyes, but there is one thought he managed to voice "That bear is a girl!?"_

_/_

_Location: Forest Entrance_

_Time:?_

_The group finally made it to the entrance of the forest while Joseph was filled in on what Jocelyn and Desmond talked about. "So that bear was angry at me for accidently destroying her dress?"_

"_Pretty much"_

"_Wow…no one in my family is going to believe that"_

"_It does sound crazy doesn't it?"_

"_But not as crazy as your 'son'!" he said with growing excitement. "I mean I first thought you were going crazy when you first told me your imaginary friend Desmond is now your 'son', but now I understand he is real I just can't see him!"_

"_Yeah Desmond and I are still trying to figure out why other people can't see him, but I can."_

_Joseph ponder the reasons why, but could only come up with one conclusion "Uh…maybe because you imagined him? Isn't that how imaginary friends work?"_

"_I thought of that actually, but thanks to our walk in the forest that's not the case"_

"_Oh right…Desmond actually talked to the bear and the bear responded to him. Even though I can't hear anything from your 'son'"_

"_But you saw the dress he made right?"_

"_How can I not? It just appeared out of nowhere to me though"_

"_And that's all the proof I need"_

"_Huh? What do you mean?"_

"_Joseph, Desmond is able to pull off amazing things that can be considered miracles. I believe he is much more than a simple imaginary being"_

"_Well…whatever he is we won't figure it out here, and besides we need to get back to our homes. Our parents will be worried about us…well mostly my parents since my kind is look down upon here." He said with a flustered smile._

"_Yeah…I wish it wasn't this way though. I mean why do my people treat your people like dirt? Aren't we alike?"_

"_In some ways we are, but other than talking and walking like humans our appearance of a rodent keeps us apart. My people are even consider filthy animals that carry diseases ever since that incident that happened fifty years ago"_

"_I learned about that in school, but all the books told me it was the ratcian's fault for the Black Death outbreak"_

"_Ratcian? Is that what they are calling us these days?"_

"_Unforunately"_

"_Tch, like it even matters it wasn't even our fault that the Black Death happened in the first place"_

"_Then tell me your people's side of the story"_

"_Well…according to the elder who was told by the elder of his generation one of our fellow NOMATS… came home to us complaining that one of the humans sprayed him with a strange liquid at first they thought it just another sign of disrespect, but after a few days passed the same Nomat complained of itchiness all over his body. They had our best doctor check the problem a found fleas all over his body. The doctor came to the conclusion that the liquid he was sprayed with attracted them. As a result the rest of the Nomats decided he should quarantined until it clears out, but after a week has past they found him dead. The scene itself was too gruesome to describe he says, but he does tell me that the black splotches around some areas of his is the tell tale sign of death itself. Eventually others fell ill as well with similar symptoms which resulted in a mass outbreak among our kind. Our living conditions didn't help either resulting most of the uninfected Nomats to flee our home in order to save themselves. The dead were burned in a fire in hopes that it will stop the infection from leaving the bodies and infecting humans, but they were wrong. Before we knew it the infection made its way to the surface and started to infect the populace above resulting in numerous deaths almost matching our amount of dead"_

"_I knew the Black Death was horrible event that left a scar in our city, but I didn't know your kind was the first to suffer"_

"_I just glad I wasn't born when it happened, but I feel bad for elder though"_

"_Yeah, it must have been horrible to see everyone you know die such a horrible death"_

"_Thankfully the cause of Black Death was indentified it was from the fleas whom were infected with it first along with the general sanitation of the city at the time which honestly was pretty crappy no pun intended"_

"_Huh, I didn't know that maybe that's why a lot of people I know are neat freaks"_

"_I think the reason why is because the higher ups didn't want to let the public know that they were the ones responsible for it in the first place"_

"_Wait…are you saying the government was responsible for Black Death?!"_

"_Partially the Nomats still believe the spraying of one of our brethren was done on purpose, but who would believe a bunch of rat people?"_

"_I believe you"_

"_Thanks, but unless some concrete evidence shows up my people are still consider the perpetrators of the outbreak"_

"_Hey maybe Desmond and I can find some evidence"_

"_No Joce, please don't get yourself involved I'm not supposed to get involved either, but I'm hoping that the elder can find a way to clear our names"_

"_But what if the elder can't find a way to clear your names?"_

"_I don't know, but please don't get yourself involved I heard what happened to humans when they tried to help Nomats…it isn't pretty"_

_With nothing else left to say Joseph left leaving Jocelyn and Desmond with the information he gave them. "Mother I know that look in your eyes you plan on finding evidence anyway aren't you?" Desmond said with a hint of worry._

"_Yup…"_

"_Well can you at least wait until tomorrow?"_

"_Uh…Yeah I am feeling a bit tired"_

"_Good, as your son I worry about you sometimes"_

"_Heh, that's funny as your mother I should be worried about you sometimes"_

"_Ironic isn't it?"_

_After having a few fits of laughter from their standings as Mother and Son the duo began walking back to their home to rest for the night._

/

Location: Fungal Forest

Time: 3:20 P.M

"Ahhhhh!" Twilight screamed as she continues to hold onto Fredrick as they flew through the forest at high speeds with the Lord of Nightmares in questions deftly dodging the giant mushrooms.

"I'm pretty sure you saw friend Rainbow Dash fly at speeds similar to this, but never experienced yourself. Am I right?" Fredrick asked while mentally chuckling to himself.

"Wait your going as fast as Rainbow Dash?!" she exclaimed in surprise.

"Well if you want to get technical I'm flying just a tad slower than her by at least ten notches"

Twilight hearing the word notches immediately found the panic in her system disappear and replaced with confusion "Notches? Is that how you describe your airspeed?"

"Well…it's the best way to say it without confusing myself"

"So basically you use notches; the word. To describe that the velocity you're going is ten less than Rainbows fastest restricted speed." Twilight said with a slight scientific tone in her voice.

Fredrick blinked a couple of times just to absorb what Twilight just said "Uhh…yeah let's go with that" After few more moments of dodging giant mushrooms Fredrick finally exited the forest showing a change in scenery that caught Twilight's eye.

What she saw was rows upon rows of flowers of different families with some she could easily recognized such as the rose, violet, and sunflower. But as Fredrick flew closer to the flowers she discovered that there are flowers she haven't even seen before with unique colors that are quite eye catching with some sporting a black and green color, and another with a bluish white flower with strange dark green patterns on the petals. Fredrick smiled behind his mask knowing that he once again provoked Twilight's curiosity "Heh…is there something that caught your interest my dear?" He asked in gentlemanly tone.

"Actually yes, but it can wait for now"

"Whatever you say my dear"

"Quick question, how much farther until we reach the memorial?"

"It shouldn't be much longer my dear, and if my timing is right my mentor should be maintaining it as we speak. Not many nightmares come to see him yah know? Matter of fact he can pretty hard to track down"

"Yikes you make him sound like a recluse. Is he really that hard to track down?"

"Not really he's actually quite open to visitors"

"Then why only a few nightmares manage to find him?"

"Remember the maze and the forest we just recently flow through?"

"Oh…right that makes sense…"

"Yeah not many have the patience to wander through maze or the forest to meet with him especially since the only way back is through the forest and maze again after walking through this flower acres or the harvest acres"

"It does seem like a whole lot trouble to go through…"

"But my mentor does know all that needs to be known in this world and the dream world especially its history, so I guess it's worth it in a way"

"And you nightmares do have all the time in the world, so aging isn't really a problem"

"Exactly which in case point patience is the key skill in order to find my mentor…well except if you're doing what I'm doing then that's considered cheating, but since you're with me there isn't really a problem with it"

"That's good to know…I think"

"Hey when you're the Lord of Nightmares not many nightmares are going to question your motives for your actions"

"Isn't that abuse of power?"

"Not really since many nightmares knows the connection between me and my mentor, and…many decisions I made for the nightmare race so far has been beneficial for them. And…I could go on explaining all of this, but we are closing in to our destination and I need to slow down"

True to what he said Twilight could barely make out a statue in the distance as she felt Fredrick slow down his speed in order avoid the dangers of a sudden stop at high speeds. As they got closer to the statue which she assumes is the memorial. She saw that the statue shows one figure which happens to be Desmond giving a piggy-back ride to a smaller figure that Twilight guessed is supposed to be Jocelyn. _"They look so happy together. I wonder what happened to them after the civil war?" _she pondered to herself. However, before she could think of any possibilities she was snapped out of her thoughts when she felt Fredrick descending towards the ground slowly. It wasn't long until they reached the ground. Once Fredrick was a fair distance from the ground he retracted his wings causing them to disappear the same way they appeared. With a little thud Fredrick touched down on the dirt road and as soon as he landed he gently placed Twilight on her feet.

"There you go my dear, and thank you for flying with air nightmare I hope you're satisfied with my performance" he said with a respectful bow earning a small giggle from Twilight. "Okay enough fun, the memorial should be just down this road, but of course you don't need me to tell you that since you can see it in the distance already"

Twilight looked in the direction of the memorial and noticed that it is much taller when she first saw it in the air, but as she looked closely she saw there is a small house near the memorial. She guessed that's where Fredrick's mentor stays ever since he gave the title of Nightmare Lord to him.

"Well that's enough admiration from a distance I say we'll have a better look at it when we're next to it." Fredrick said as he started to walk down the road prompting Twilight to follow him.

However, it wasn't after a few steps when she suddenly felt the air around her go cold causing her to shiver. Fredrick noticed this and gave another hidden smile "Ah Paranoia I was wondering when you'll show up. Do have our guest's bag?"

"Yes milord I have procured the bag you have asked for" he responded with an emotionless tone.

"Good now give the bag to back to its owner" Fredrick said pointing to Twilight. Paranoia in response turned to face Twilight and opened up a small portal. Paranoia then reached into the portal and pulled out Twilight's bag and handed it over to her.

Twilight grabbed hold of the bag as it was dropped into her arms. Once she had secured over her shoulder she looked at Paranoia who did nothing but bow and turned to face Fredrick again. "Is there anything else you need milord?" he asked again in his emotionless voice.

"Actually yes send out your son Umbra to pick up the remaining guests, and while he's doing that I want you to prepare the other guest rooms for our soon to be new arrivals. Okay?"

"It shall be done…"

Shortly after saying that Paranoia melted back into the shadows taking the cold atmosphere he brought along with him.

Twilight raised a brow when she heard that new guests will be coming and decided to ask Fredrick about it "Uh Fredrick? I like to know who are these new 'guests' you told Paranoia to send Umbra for"

"You shouldn't worry about that my dear. Well…at least not now, but once the other guests have arrived I promise I will explain in full to you my reasons for bringing said guests here. However, for now let's focus on getting some answers okay?"

"Well at least you promised an explanation so I will let that question go for now, but remember Fredrick I need to know what's going on or else I won't help you"

Fredrick sighed in frustration "I know Twilight, but as I said before I don't need your trust in order to help me…" he said in a cold tone while avoiding Twilight's now angry gaze.

"It doesn't work that way!"She shouted angrily "How do you expect me to help you if I can't trust you! In order for people to work together there should be at least some layer of trust!"

"…you don't think I know that Twilight?"

"Huh?"

"Listen my dear I know what I said, but I'll have you know even though you don't trust me. I trust you and your judgment, and besides I wasn't finish speaking…" he said ending his sentence on a flat tone. "As I was saying…I don't need your trust in order to help me, but if it makes you more comfortable I will provide information to you as you wish it, but again I have you know I can't answer all your questions there are some secrets I can't divulge to you just yet. I hope you can understand this, my dear…"

Twilight said nothing in response causing an awkward silence to follow. Fredrick feeling dejected broke the silence "Let's just go meet my mentor okay?..." Twilight saying nothing simply nodded and continued to follow him. After a few agonizing minutes of silence they both finally reached the memorial and once they did Twilight finally ended her silence "Fredrick…I'm sorry" she said with a tint of sadness. However, in response Fredrick shook his head "Don't be, for you have all the right to question and be angry at me…heh just like your little outburst back in my library, but anyway the point is you're not in the wrong here. If anybody is in the wrong it should be me; I'm the one who sent the nightmare brothers to your world, I'm the one who gave the order to kidnap those close to you just so I can get you here. In other words Twilight only a naïve idiot would trust me on the spot even if I did those horrible things. You on the other hand you already knew you shouldn't trust me which is wise. I mean I wouldn't even trust myself either because I confess the challenge I gave you and your friends was nothing more than a ploy to get you and your friends' attention"

"…Why? Why go through all that trouble?"

"Why? Well you already know why you're here, but your friends on the other hand were nothing more of sheer curiosity and the nature of a nightmare. For you see the purpose of a nightmare is challenge would-be heroes by making them face their own fears making the ones who succeed become stronger while driving those unprepared away from something they're not ready to face."

"I never knew…"

"Never knew? Of course you never knew! Because of some fricken high and mighty being who doesn't know better labeled us off as evil beings even though only a small portion of us actually are!" Fredrick shouted in rage as he fell onto his knees clutching his head tightly as if to show that he is pain "It's stupid STUPID! It's so moronic it makes me question the day and age we live in! Ha ha ha ha ha!"

"Uh Fredrick are you okay?" Twilight said starting to feel concern about Fredrick's sudden change to his behavior.

"Okay?! I have mythical artifacts acting as my left arm and my right leg! More than that I have a fricken cursed mask stuck to my face! NO I'M NOT OKAY!"

Twilight then recalled what Fredrick told her back at the library _"My dear I'm the current Lord of Nightmares I can resist the influence of the nightmares I consumed for quite a long time, but sadly I'm at the end of my rope. For I am starting to hear voices in my head"_

"_Is that all?" Twilight said with a raised brow._

"_Not really I also experience blackouts and waking up in places I don't remember being in. Sometimes even waking up restrained by the Nightmare Brothers."_

"_This must be one of those fits of insanity he mentioned before! But he should have the medicine for it!"_ With this realization Twilight then quickly scanned Fredrick's body to find anything that could be the medicine after a few moments she saw something sticking out one of his pockets. She carefully attempted to grab it while Fredrick was mumbling to himself, but unfortunately Twilight quickly found her wrist grabbed by a cold hand which quickly cause her to freeze in her tracks"

"My dear…what are you doing?" Fredrick asked in a sinister voice. "You seem rather interested in my pocket…I wonder what's inside of it?" Reaching into his pocket Fredrick pull out a casing full of syringes most likely filled with the medicine Twilight needed to use on him. "Well what do we have here? A case full of syringes, Ooooh my dear why would you need this? Unless you're sick or something…heh ha ha ha ha!" Fredrick then opens the case and pulled out one of the syringes once he did he pushed Twilight to the ground and bounded her using a magic spell. Twilight struggled with the restraints in order to free herself, but to no avail and without her magic she was completely helpless.

"Fredrick I know you're in there! Please snap out of it!" she shouted hoping that her words might reach, but the only reaction she got out of him is blood started to leak out of his eyehole in his mask. "Heh heh heh…oh that look on your face is priceless! That's the look of person who realized they're going to die! Ha ha ha ha ha ha!" Fredrick then took off the cap to the syringe revealing the needle which sends Twilight's mind to a panic. "Fun fact…I like knifes or anything else I can use to…I don't know gore, gouge, stab, dismember, behead or any other unpleasant ways to destroy the body. Doing so makes me feel all tingly inside yah know?"

"No! Fredrick please get a hold of yourself!" Twilight shouted but in response had her mouth taped by the magic bounding her.

"Oh why don't you be quiet? You're ruining the moment" Fredrick said as he walked closer to Twilight causing her to let out muffed screams. "Ah sweet silence…music to my ears. Now where should I start?" He said as he crouched near Twilight's face causing her to burst into tears and muffed screams. "Should I place this needle in your ear? Or perhaps you prefer a nasal injection? I heard they're quite popular with the kids lately hmm…I know! How 'bout I inject this straight through your eye? Ha ha ha ha!"

Twilight let out a muffled response while closing her eyes. She didn't want to look anymore she rather take comfort in darkness then see what was about to happen to her. "Oh don't be like that…I can't properly inject the contents of this needle through your eyelids yah know? Now please let me see at least one of those beautiful orbs you call eyes" he said forcing one of Twilight's eyes open. Twilight continued her muffled screaming while mentally praying that somebody will save her.

However, unbeknownst to her and Fredrick a tall black figure was making its way towards them. The figure stopped at the syringe case picking up one of the syringes and uncapping it once the syringe is ready the figure made its way towards Fredrick who was about ready to plunge the needle straight through Twilight's eye, but before he could the figure grabbed his arm and tossed Fredrick to the side. Twilight seeing this slowly passed out.

"Hey who the F are you? And how dare you interrupt my delicate injection of the needle to the eye?" Fredrick said displeased, but in response the figure said nothing and knocked off his hat. "Now you're just being rude!" Fredrick complained until the figure grabbed his head and slammed him into the ground knocking him out cold. With Fredrick out cold the figure then proceed to inject the needle and all its continents into his skull. Once the deed is done the magic that kept the unconscious Twilight bound disappeared. The figure then picked up the syringe case, closed it and placed it in his pocket. Shortly after doing that the figure picked up both Twilight and Fredrick, made its way to the house near the memorial.

"Made it just in time…" the figure mumbled to itself as it entered the house.

/


	17. Chapter 17

Chapter 17: So close...Yet so far…

Author notes: Well here's another chapter to enjoy and the first appearance of Fredrick's mentor. I expected this to chapter to be posted somewhere later after New Year's, but writers block had other plans…but regardless I managed to get the chapter finished.

**Question of this chapter: I like predictions they make me wonder if I was right or not about something, but due my luck I'm usually wrong. As you can tell there are more secrets to these characters than meets the eye. I would like to know what are your predictions, for future events in this story. And also what secrets you think you found out?**

/

Location: Nightmare's Mansion (Garden Keeper's House)

Time: 4:20 P.M

…

"Still haven't awoken…" commented the figure as he looked at both Twilight's and Fredrick's unconscious forms. The figure sighed in frustration "Fredrick…this is getting dangerous not just for you, but for this mare as well. Worst of all I believe you got the attention of the Dream Society and Omega knows what they will do to you if they find out what you been up to"

The figure then walked to Twilight's bedside to get better look at her "An Ailcorn…you don't see those every day, but she is definitely not from our world. I wonder why Fredrick dragged you from your world to ours." The figure then went to Fredrick's bedside and noticed the blood trail leading from the eyehole on his mask "Huh…even when your soul is not in control Fredrick it finds a way to show its pain. I wish I can help you, but whatever is doing this to you is beyond my control" The figure then looked back to Twilight "I wonder why you put so much faith in her? But I suppose I should trust your judgment my apprentice…" The figure then walked away from the beds and opened the front door "I still have work to do in the garden…hopefully either one of you won't wake up until I get my back" with this said the figure left closing the door to his home leaving Twilight and Fredrick in the darkness of their own minds.

/

Location: Garden (Back Entrance)

Time: 4:45 P.M

After following the path for an hour or more the group was finally met with a sight that brought smiles to their faces. "I see a mansion beyond this gate we're almost to our destination" said Luna.

Applejack and the others took a look beyond the gate only to jaw-drop at how far the mansion is from where they were standing "Almost?! That building is who knows how many acres away from where we are!"

"Well it does seem quite a walk, but we have to persevere for Twilight's sake" added Rarity

" 'Ah know that, but it's still pretty jarring just to see how much ground we have to go through"

"It would be at least a week or more before we make it to the mansion. We should have probably packed more food for the trip" Shining commented as he scanned the distance.

"As a wisepony once said 'The journey of a thousand miles begins with a single step' so let's get through this gate!" Pinkie shouted as she opened the gate. "And look it's not locked!"

The others looked at Pinkie with dumbfounded expressions before brushing it off and following her through the gate. Once they pass through the gate they were met with a rather extraordinary sight. What they saw after passing the gate is a huge statue which depicts a tall man dressed in a ringmaster's outfit giving a piggy-back ride to a young girl.

"What an odd statue" commented Rarity as she examined the statue.

"Indeed it does seem out of place in a world like this" added Luna.

The group walked closer to the statue to only to find a plaque at the base of it. Shining begun to read the plaque "In honor of the two heroes who saved the Nightmare Realm from itself; Sir Desmond DreamWalker and Jocelyn Ashmon. We will never forget you" When he was finished Applejack, Rarity, and Pinkie looked at each other with open mouths of shock.

Applejack was the first to respond "Did that thing just say what I think it said?"

"There is no denying it Applejack this statue is for Sir Desmond and his mother Jocelyn, but the better question is why is a statue of them is doing here?" Rarity added.

"Well it did say it was for saving the Nightmare Realm from itself, but what does it mean by that?" questioned Pinkie.

Shining and Luna looked at three with confused looks "Um…you know the two beings depicted in this statue?" asked Luna.

"Not personally, but we heard the names from the journal Twilight showed us" Applejack explained. "But other than that this is our first time seeing what they look like…well in statue form at least"

"A journal? Since when Twilight acquire it?"

"She told us she found it in her library when the Nightmare Brothers first attacked us" Rarity said.

"Interesting…" Luna said as she pondered why such an object appeared right when the Nightmare Brothers first appeared. However, before she could think about it any further Shining begun to shout "Hey there somepony up there on the statue!" he pointed to the being in question who seemed to be cleaning the statue. For a short moment the group discussed among themselves if they should get the nightmare's attention, but ultimately decided that they should.

"Hey! Nightmare guy! Do you a moment?" Shouted Pinkie successfully gaining the attention of the nightmare.

"Hmm? Oh it appears I have guests" the nightmare said to himself. "I'll be right down!" he shouted back to the group below as he jumped of the statue landed legs first behind the group. Once he landed everypony was now able to see what the nightmare looks like. The nightmare itself is wearing a blue hooded cloak with a red coat covered in belts that seems to cover the rest of his body. When the group tried the look into the hood of the cloak they saw nothing, but a pair of glowing white eyes staring back. "Hmm? Equines…not what I expected, but guests are guests. So what can I do for you?" the nighmare said in a friendly tone. However, the group just stared at the nightmare's strangely colored garments. "Uh…why are you staring? Oh! Excuse my rudeness I forgot to introduce myself *ehem* my name is the Boogey Man or Boog for short I'm the caretaker of Lord Nighmare's garden and this statue you see here" he explained.

The group continued to stare except for Pinkie Pie who greeted Boog "Hi I'm Pinkie Pie! Master of making parties and bearer of the Element of Laughter"

"Pleasure to meet you Pinkie, but what about the rest of your group?" he asked. The rest of said group looked at each other when unsure looks, but decided to follow Pinkie's example.

"Name's Applejack, I help run an apple farm with mah family and bearer of the Element of Honesty. Nice to meet yah I think…" Applejack said while adjusting her hat.

"I'm Rarity, I run a boutique and bearer of the Element of Generosity" Rarity said with a respectful bow.

"I'm Princess Luna, Princess of the night and co-ruler of Canterlot with my older sister Celestia"

"And I'm Shining Armor, Prince of the Crystal Kingdom. I watch over this kingdom along with my wife, The Princess of love Candace. Also Brother to the new Princess of Friendship Twilight Sparkle" Shining finished causing the others to look at him funny. "What? When you think about it I have a lot of titles and I'm just skimming the surface of what I do in that kingdom" he explained causing the looks to go away.

"Well it's a pleasure to meet you all, but I have one question. What brings you to the nightmare realm more importantly Lord Nightmare's estate?" Boog asked as he tilted his head.

Out everypony in the group Shining was the first to answer the question "We're here because your lord foalnapped my sister!" he shouted causing Boog to recoil a bit.

"Really? How unfortunate…also there is no need to yell"

"He's also responsible for sending the beings known as The Nightmare Brothers which two out of three of them injured countless of our royal guards" Luna added.

"Huh, that is troubling…"

"Also some of our friends are stuck in some deep sleep because of one of those brothers. I believe his name was Paranoia" Pinkie also added.

"I see…if I have to guess you want to get to his mansion to save Twilight, and bring my lord to justice am I right?"

Luna narrowed her eyes when Boog precisely picked out their plan "Do you plan on stopping us?"

Boog let a sigh "No I won't stop you…but I'll have you know the path you set yourself on runs deeper than you know…"

"What do you mean?"

"It's not my place to say, but this Twilight…seems to plays an important role in all of this"

"Uh how?" Applejack asked confused.

"I don't know…but if you need to get the mansion I can help you"

"Oooh ooh is it translocation magic?" Pinkie asked excitedly.

"I didn't expect you to know what type of magic it is, but yeah its translocation magic" he confirmed. Boog then started to chant words that seem to have no meaning "Ra na ko na ma se na te pot a sha ne ma kor re na koto wata sha toto Ra na ka na!" when he finished his chant a portal appeared before them surprising the group a bit from its sudden appearance. "Take this portal it will place you at the front of the mansion. Once you're there knock on the door three times someone in the lobby should hear it and open the door when she asks who you are tell her Boog sent you." He explained.

"Or we could use this" Pinkie said as she pulled out a key.

"What?! How did you get one of those keys? Only the nightmare generals have those" Boog said in surprise.

"Oh a nice skeleton named Skelly gave me this key" Pinkie said happily.

"I see…well don't use it"

"Awww…why not?"

"The nightmare that watches over the lobby will get suspicious if she sees that key"

"Oh…"

"But that key maybe useful later once you enter the mansion, so keep it with you"

"Oh well thanks!"

"So Boog…why are you helping us? Wouldn't your lord punish you for helping his enemies?" Luna questioned earning another sigh from Boog.

"I wouldn't be worried about my lord he can be quite…lenient. But that's enough talk for now if you wish to save this Twilight I urge you to go through the portal"

"I understand we won't let your assistance be wasted. Everypony through the portal. " Luna said to the others while they nodded in agreement, and one by one they jumped through the portal until Luna was the only one left. As she was about to go through the portal herself she was stopped by Boog "Luna…there's one thing I need to ask of you…"

"What is it?"

"If you manage to beat my lord please help him…"

"Why?"

"They say the road to hell is paved with good intentions…he's no exception" he said cryptically.

"I see…I will try"

"Thank you…" Boog then faced away from Luna signaling her that he said all that needs to say. Luna softly smiled before going through the portal causing it to disappear and leaving Boog all alone with the memorial. Boog then looked up at the memorial with the light of his eyes slightly dimmed "Desmond…Joce…I wish we could be together again as good friends…" he said quietly to himself as he left for his house planning to check up on Fredrick and the anthro ailcorn he brought along.

/

Location: Nightmare Mansion (Front Entrance)

Time: 4:50 P.M

Luna stepped out of the portal to join the others. The rest of the group questioned why it took Luna a little longer to meet up with them. Luna answered that the Boogey Man just wanted to talk to her a little bit. The group of course was curious what Boog had to say to Luna, but Luna only responded briefly.

"A promise…"

"A promise? For what?" Shining asked.

"It's not important right now. We should proceed into the mansion." She said seriously causing all future questions to cease. Luna then walked towards the front door and knocked three times like Boog said. After a few moments the door opened and a headless suit of armor looked out the door surprising the group save for Luna. The armor seems to have a female body, but it was rather hard to tell due to how the armor was made. The armor itself was plated armor made out of steel it also was decorated with a strange insignia unknown to the group.

"Who's at the door?" Spoke a voice.

The armor made some hand signs earning a fit of excitement from the voice "Visitors?! That's great! But wait…their not here to cause trouble are they? Hey get me over there let me see them!" The armor walked away from the door leaving the group wondering who the other voice was. A moment later the armor came back, but with a bigger surprise, it came back holding a human head. The head itself appears to be female and its skin is tan in color with short black hair would barely reach shoulders if it had any and finally the head eye color seems to amber. "So what's your business here at Lord Nightmare's mansion?" the head asked politely.

"Boog sent us" Luna responded.

"Oh Boog sent you? Hmmm…what's his full name?"

"The Boogey Man"

"Correct! Alright you're clear c'mon in!" the head said as the armor beckoned them to come in. Once all of them were inside the door shut behind them suddenly causing the group to flinch and Shining to get his magic ready. "Sorry for the scare the door always does that for some reason. Though I don't know how…" The head explained calming the group. As the armor got back behind the desk the group looked around the lobby seeing that it's rather impressive looking. The lobby's main color seem to be mostly made of red and brown colorations while the tiles on the floor take after more white and dark blue checker scheme. In front of them was a wide stair case that ends up in a split from a painting leading to two separate hallways while to the left and right of them are two more hallways that leads to different rooms.

"This lobby is so…elaborate" Rarity commented.

"Indeed" added Luna.

"So…where do go?" asked Applejack.

"That depends where DO you want to go?" replied the head whom was placed on the counter next to them. "Names Dully, and this walking tin can is my body"

"Nice to meet'cha dully" Pinkie greeted excitedly as she went around the counter to shake hand to hoof with Dully's body.

"Well now don't we have energetic one?" Dully commented. "But greetings aside what brings you to the mansion? I haven't seen your kind in quite a while, so what business you have here?"

"We're here to meet with your lord can you take us to him?" Luna asked.

Dully shook her head "Sorry our lord currently not available at the moment, but I can schedule a meeting with him later when he comes around"

"That won't be necessary Dully. I can take care of them myself" spoke a familiar voice freezing most of the group in place.

"Ah' remember that voice your that snake from before!" shouted Applejack.

In response to her shout the owner the voice made himself by dropping from the ceiling above and landing in front of the group revealing the owner as no one else but Panic "Aw…you remember me. How sweet…" he said with a sinister smile.

"Sir Panic! I'm honored by your presence. What brings one of the right hand men of Lord Nightmare here?"

"Well my little fraulein a little birdie told me we going to have guests over, but I didn't think they'll be here this early."

"Guests? Explain nightmare!" shouted Luna.

Panic however in response only laughed while wagging his finger "Sorry can't tell you that, but since you're here I might as well have some fun with ya'll. Ha ha ha ha!" he then took a battle ready stance. Noticing this Dully's body took her head and hid behind the counter to avoid being caught in the battle to come.

The group readied themselves for a fight, but before they fully prepared themselves the map that was with them started blurting out warning once more. Shining took out the map in question and in turn the map showed statistic's like when they met Druge.

_Twisted Ringmaster_

_Panic_

_Bio readings:_

_Family: Nightmare_

_Class: Illusionist_

_Element: Darkness_

_Immune: ?_

_Resist: ?, ?,?_

_Weak: ?_

_Lvl: 70_

_Feared by: 76888 people and counting…_

_Atk: 6750_

_Def: 4670_

_MgAtk: 8870_

_MgDef: 6700_

After seeing the statistic's Shining cursed under his breath knowing this wouldn't be a easy fight even with the Princess helping them out.

"Shining what did the map say about him?" Applejack asked.

"Nothing good…"

"It doesn't matter despite what the map say's about him I assure you we can still when this fight if we work together" Luna said attempting to bring their morale up only to earn another fit of laughter from Panic.

"Ha ha ha ha! You're nothing, but lambs coming to the slaughter" he taunted.

"Still your tongue nightmare my sister and I already beat one of your brothers before. Even though she's not here with me I still have enough power to put you in your place"

"Tch, as I recall he still manage to kidnap the baby dragon and besides…he was holding back…" Panic said with a sinister tone.

"What?!"

"Heh heh heh ha ha ha ha ha ha! Yes! that look of surprise is what I wanted to see! But forgive me…I guess no one has told you yet, but unfortunately mensa you're on your own on that one. So let's cut the chit-chat…are you ready? Because it's time for the opening act!" Once he ended his sentence Panic again divided himself to equal the numbers of the group. With small grin Panic spoke one last sentence as he pointed in the direction of the group "Get'em boys!"

/

Location: Ponyville Hospital

Time: 4:55 P.M

Rainbow Dash, and the others were still at the hospital getting checked since it was miracle that they woke at all considering the nature of what caused their affliction. However, during their stay in the hospital they were left with questions they didn't have answers to. One, what happened to Grey Suture? He should have been awake along with them, but the staff said he woke up much earlier than them. However, he later disappeared without a trace. Two, who left the bouquet for Fluttershy? Ever since they woke up they found a bouquet of strangely colored flowers next to Fluttershy's bedside along with a message from a secret admirer. Rainbow also asked the staff if there were any visitors that left it in their room. The staff responded that their friends did visited, but none of them left those flowers there. They don't even know how the flowers got there in the first place since nopony else entered the room. Lastly, the identity of Fluttershy's admirer. Although it seems trivial Rainbow Dash had a feeling that the admirer might know something since he managed to get in their room without alerting the staff. Also she's curious if Fluttershy's admirer is a good pony or not since she caught Fluttershy staring at the bouquet time after time with a blushing face. This time was no different

"So…Fluttershy you're hoping to meet your admirer?" she asked gently hoping not to spook her friend.

Fluttershy jumped slightly when Rainbow asked her question, but she calmed herself and responded "Sort of Rainbow Dash, but I don't think its good time to try and look for him"

"Oh right…the nightmares invading our world thing…" Rainbow said while rubbing her sheepishly.

"But I also wonder if my admirer is a nice colt…I mean this is the first time I ever received a gift from somepony I don't know, but actually likes me"

"Well Fluttershy I safely say you and your admirer have one thing in common"

"Oh and what would that be?" she asked curiously.

"You're both shy" Rainbow said flatly.

"Oh…you're right Rainbow. If he left his name anonymous I guess he's just as shy as I am. Though I wonder who he is…"

"Well it isn't something we need to worry about right now, but speaking of relationships…" Rainbow Dash trailed off as she looked at Nurse RedHeart who was worried for her recent coltfriend Grey Suture who hasn't shown up yet.

"Oooh where is he? We just started a relationship and right now I don't want it to end prematurely" she said as she paced left and right. She continued to mumble to herself causing Rainbow Dash to sigh a bit. Rainbow then looked at Spike and Applebloom who were talking to each other, but what they were talking about she couldn't hear due the mumbling of Nurse RedHeart. Rainbow let out another sigh now left with nothing to do, but fortunately that feeling didn't last long as a commotion can be heard down the hall. The group all looked in the direction only to see Dr. Grey Suture running straight to where they are.

Nurse RedHeart's eyes lit up when she saw him and immediately ran up to him when he reached them. "Grey! You're alright!" she said happily.

"I'm glad to see you too RedHeart. Sorry I wasn't here when you woke up, but I had some important business to take care of."

"What kind of business?"

"I talked to Princess Celestia, about where the rest of those two friends went. She told me that they went to the Nightmare Realm along with Shining Armor and Princess Luna." He explained causing Rainbow to immediately invade his personal space.

"What?! Really?"

"I never been more serious in my life"

"How did get in there? I want to help fight these nightmare freaks too"

"The Princess told me she used some sort of strange glowing powder to create a portal to their world."

"What are we waiting for? Let's get to Canterlot already!"

"Why do you think I'm here for? I already signed your release forms and a royal guard chariot is waiting for us outside. All I ask who's coming?" Everypony raised a hoof in the air save for Spike who actually has a hand. "Why do I even ask?...Okay! Everypony to the chariot!" he shouted as the group began running towards the exit. Once they exited the hospital they hopped on the chariot and immediately take to the air. It wasn't long until they reached Canterlot castle.

/

Location: Canterlot Castle (Throne Room)

Time: 5:06 P.M

The group once they landed quickly made their way to the throne room. Once they got through the doors they were met with presence of Princess Celestia who currently sits on her throne. Her face lit up when she saw them "Thank you Grey for bringing them here" she said with a small smile.

Grey then gave a respectable bow "It's is nothing your highness, for I too wish to help our friends and your sister in any way I can."

"No need for such formality Doctor. You may speak to me normally"

"Okay then Princess whatever you say" he said with a causal tone.

"Did you tell them why they're here?"

"Uh…more or less"

Celestia gave out a sigh of frustration "I suppose not…but let me summarize. I send my sister, Shining Armor, and three of your friends to the Nightmare Realm in order to rescue Twilight from this Lord Nightmare and his cronies The Nightmare Brothers. However, I fear that what would happen should they run into said brothers"

"What do you mean? Your sister should be strong enough to deal with at least one of them" asked Rainbow Dash.

"Only if that were true…"

"Huh? Wait are you saying that she isn't that powerful?"

"Not exactly. Luna can handle her own with certain level nightmares, but when we faced the nightmare brother known as Fear we had no choice to go all out on him. We did defeat him…but we made one error…we let down our guard too early, for we thought we left him incapacitated. However, we were wrong and as a result we failed to stop him that night."

"Wait what?! Just one of them is that strong!"

"Unfortunately, yes I fear the remaining brothers we're going easy on you on your first encounter with them. I fear to imagine how powerful their Lord is"

"You got to be kidding me! Is there any way we can beat them?"

"There are only a few ways to beat a nightmare. The light of the sun is the most well known and effective way to destroy a nightmare that hasn't returned to the world of sleep. The other methods are not as well known as the sun, but they just as effective."

"What are the other methods?"

"One is a plant call nightmare's bane. Burning this plant can ward off nightmares and if they breath too much of the incense from the plant it could cause them to fall unconscious or even die. The second method is the use of a dream catcher. Dream catchers as you know supposedly capture nightmares so only good dreams can pass through, but what you don't know if a dream catcher is used in the world of sleep it can become any tool you can imagine leaving it as the most versatile option available to fight nightmares. And finally the last method is magic, but not just any magic Dream Magic."

"Dream Magic? What's that?"

"Dream magic also known as your imagination is a natural magic anypony can use regardless if they are unicorns or not. However, this magic is tricky since it only works if you entered the dream world via sleep, but if done right it can be your most powerful weapon against nightmares since you would be able to create anything you can imagine and use it as a weapon"

"Oh yeah like when I had that nightmare from Luna's nightmare when I thought I couldn't fly anymore, but thanks to my friends I was able to overcome it"

"Precisely Rainbow Dash"

"Well now that we know the methods I still have one more question"

"Oh what would it be?"

"Do we even have any Nightmare's bane or Dream catchers lying around? Also what would happen if we fall asleep in those nightmare guys world?"

"That was two questions Rainbow Dash, but as for the Nightmare's bane and Dream catchers we have some ready in supply. However, for your second question I'm not entirely sure what would happen if you fell asleep physically in the nightmare realm, but worst case scenario you will have a nightmare most likely due to the nature of the realm"

"Huh…I would have expected worse, but if that's it then there isn't really much to worry about. So how about getting that portal ready?"

"We would but there is a problem…"

"_Of course there is…"_ Rainbow Dash thought to herself "What's the problem?"

"The material we used to create the portal last time was a shining powder left behind by the Nightmare Brother Fear, but we used up most of it during the process."

"What's that have to do in creating a portal?"

"Rainbow Dash... we don't have a secure connection to their world just yet so we cannot simply create a portal to the nightmare realm, but if we have objects or things that originated from their world we could create a temporary connection"

"Great just great! Where the heck are we going to find things from the nightmare realm?" Rainbow said in frustration.

However, while Rainbow Dash was grumbling to herself Fluttershy looked at the bouquet she brought with her. She knew the flowers were quite strange looking, but she feel like they're not from this world. This made her think about the secret admirer who left those flowers for her. _"The staff said that no pony entered our room after our friends visit and another can confirm that none of our friends left it there either…could it be?"_ Fluttershy then walked up to Celestia and presented her the flowers.

"Fluttershy I appreciate the gift, but I don't think it's a good time for gift giving. Besides I have nothing to give to you"

"Actually Princess…I would like you to examine these flowers. I got them while I was at the hospital from a secret admirer"

"A secret admirer? This sounds private…I don't think I should be messing with them…"

"It's okay really Princess, but could you at least look at them?"

"Well…as long as I have your permission" Celestia then picked up the bouquet with her magic and brought it close to her face, so she can examine them. However, as she examining the flowers she felt a small trace of magic on the flowers. When this caught her attention she attempted to trace the magic to its source, but unfortunately she couldn't find the source anywhere in Equestria. Instead the source seems out of this world and the identity of the caster of said magic is nothing but a blur. After some more digging she felt the source came from somewhere in the Nightmare Realm, but unfortunately she still couldn't identify the being who cast such weak magic on the flowers. When she was done examining the flowers she gave them back to Fluttershy who continued to hold them gently and tenderly Afterwards Celestia turned to Rainbow Dash who was watching the moment in silence.

"So Princess what did you find out?" Rainbow asked.

Celestia gave a soft smile before she spoke "I just found another resource we can use to get the portal ready again"

"You mean Fluttershy's flowers? I thought they looked funny, but I didn't think they could be from the nightmare realm"

"I was surprised as well, but now to the most important part; who's going through the portal?"

"Well I know I'm going I still need to give that Paranoia guy a taste of his own medicine."

"I'm coming along too." Grey said as he step up next to Rainbow Dash. "I foresee injury and really bad boo-boos in this trip, so you're going to need a Doc on this mission"

"Hey wait if you're going then I'm coming as well!" RedHeart added.

Grey sighed "Nurse I appreciate your willingness to follow me anywhere, but I'm afraid I can't let you"

"What! Why?"

"In addition to your personal safety, I want you to stay to look over these children. I mean we obviously can't bring them along with us on this dangerous adventure" he explained while earning complaints from Applebloom and Spike.

Celestia however put Grey's concerns to rest "Actually, while I agree with your concerns Doctor I believe having a nurse to aid with injury can help make your support more effective. Also you mustn't worry about Applebloom or Spike. First of all although Applebloom may not be going with you…" she trailed off earning a groan of disappointment from the foal. "She has seen The Nightmare Brothers base of operations, so I will have her stick around with me and help me get a better picture of what we're dealing with. As for young Spike he may not seem like, but he had his fair share of dangerous adventures. He also helped save the Crystal Kingdom from the return of King Sombra"

"That little dragon? Huh I guess big things do come in small packages" commented Grey.

"And most importantly he would be my only way of communicating with you once you are in the Nightmare Realm, so because of this Spike you're going with them"

"Thanks, I stick my head out for my friends once and I'm willing to do it again" Spike said with a nod.

Nurse RedHeart smiled "See that Grey? Looks like you we're worrying for nothing"

Grey gave out a half hearted laugh "Well looks like that cliché just got shot down…so is that everyone? Or is Miss Fluttershy coming along as well?" After he was done speaking all eyes are now on Fluttershy who pay no mind to the attention, but instead was fixated on the flowers.

"So uh Fluttershy? Do want to come with us? It's okay if you don't want to…" Rainbow said as she trailed off not knowing how to finish her sentence.

"I' m going…" she said earning some surprised looks from those around her. "There someone I want to talk to in that world…"

The rest of the group said nothing as they turned to face Celestia "Well now that's settle it's best to get you prepared for the worst. Rainbow Dash and Fluttershy I would like you to follow this guard to the storage room and stock up as many Nighmare's bane plant's as you can carry while picking up some Dream Catchers since I don't know when are you going to run into Luna, so it's best to be preapared"

"You got it Princess" Rainbow Dash said with a salute as she began to follow the guard with Fluttershy following suit. However, before Fluttershy could follow Rainbow Dash Celestia spoke.

"Fluttershy would you be kind enough to leave your flowers with me? I need to judge how much we need to use along with the remaining powder." Fluttershy nodded approvingly as she let the flowers be taken by Celestia's magic once more.

Once Fluttershy and Rainbow Dash left Celestia turned to Grey and RedHeart "I'm guessing you already know what you need for the trip. Talk to one of the guards outside he will get you a quick transportation to the hospital so you can gather the supplies you need."

"Thank you Princess" Grey and RedHeart said simultaneously as they took a bow and left leaving Spike and Applebloom with Celestia.

"As for you two you can stay here. Once I'm done analyzing we can chat about what you know about our enemy as we wait for the others." Applebloom and Spike looked at each other for a moment before giving a shrug knowing that they don't have much else to do.

…

Time: 5:24 P.M

After eighteen minutes the group was back together standing in front of Celestia equipped with bags full of supplies ready for the trip. "I see we're well prepared now. Now time to set up the portal" As if it was a command two guards showed up with resources needed to create the portal, one with the jar of glowing powder and the other holding three flowers. "Fluttershy I believe this belongs to you" Using her magic Celestia brought the bouquet back to Fluttershy minus three flowers.

Fluttershy took back the bouquet and put it in her bag "Thank you…" she said simply with a soft smile.

Celestia smiled back as she turned her attention to the resources being set up. She then charged the magic in her horn and fired it at the pile causing it to erupt into an azure vortex before stabilizing into a proper portal. "I must warn you since we don't have a secure connection to their world there is no telling where in their world this portal will send you to"

"Well we have to take that chance or else there wouldn't be a point in our preparations" Commented Grey.

"Couldn't say it better myself" added Rainbow Dash. "So Do we just jump in or at the count of three?"

"I think it's better if we go at the count of three" RedHeart said flatly.

"Okay…One…Two…Three!" shouted Rainbow Dash as everypony save for Applebloom, the guards and Celestia herself jumped into the portal and disappear from sight.

"I hope they'll be alright…" Applebloom said somberly.

"I hope so as well… they must meet up with the others as soon as possible, for I fear for the worst the Nightmare Realm has to offer."

/

Location: Lord Nightmare's Mansion (Unknown Room)

Time: 5:26 P.M

In the mansion there is one room no nightmare wishes to be caught, it's a room where experiments of questionable morality take place. It's also the room where the eldest nightmare brother comes to seek silence and peace from the outside world. The brother in question is currently meditating in front of a strange statue of an angel as if waiting for some sign. Paranoia continued to meditate in silence until he heard the sound of trickling liquid. He opened his eyes in response to the noise only to find the statue crying blood. Paranoia stood up in response to this "Heh, all is according to plan…" he said sinisterly as he begun melting into the shadows. "Time to meet the guests…" Once he finished his sentence he fully submerged himself in the shadows disappearing from sight leaving nothing but a silent ambiance in his room.

/


	18. Chapter 18

Chapter 18: Nightmare Scuffle

Author's note: Sorry about the late update, but procrastination can be a real butt when it needs to be and since I'm back in school aka college again progress will be slow. So please be patient with me please. On a side note Happy Valentine's day! I hope you spend it with the people you care about deeply in my case my family.

**Captain Obvious fact of the day: You are reading this message and smilingly slightly on the outside or the inside because you realized this message has nothing important to say and is droning on forever, so what are you waiting for? Read the chapter already!**

/

Location: Lord Nightmare's Mansion (Lobby)

Time: 5:24 P.M

"Man o man! Why does this have to happen in the lobby!" shouted Dully as her body held to her for comfort. "At this rate they're going to wreck it!" True to what she said the battle going on over the counter was intense with sounds of breaking objects in the air.

As for the combatants in the battle itself they were feeling worse for wear as the battle went along. Both sides feeling fatigue from the constant clashes more for the pony than Panic's side however. "Wow you girls and guy are much more stubborn than I thought" Panic commented as he took a couple of breathes as another of his illusion clones went flying past his head.

"As long you have my sister captive I don't care how many of you I have to go through I will save her!" shouted Shining as he struck down another Panic clone with his sword.

"Yeah for Twilight!" added Pinkie pie as she brought out a pie and smacked another Panic clone with it.

"Nein! You fricken ponies are going to give me a migraine…" Panic said as he rubbed his temple with his claws delicately. "Grr…if you want to play hard ball then I'll play hard ball!" Panic then spun himself around changing his outfit into a baseball player's uniform bat included.

"The heck? How did he do that?" question Applejack as she bucked a clone right behind her into the wall.

Panic in response to her question charged a ball of dark magic and tossed it into the air as he got his bat ready "FORE!" he shouted as he smacked the ball with the bat and launched it at the pony group.

"Incoming!" Shouted Pinkie as the group got out of the way to avoid the ball. The ball then crashed into the lobby floor causing a small explosion.

"Dang it! Foul ball!" shouted Panic as smacked another ball this time aiming at Shining.

"Shining heads ups!" Applejack shouted causing Shining to look up and charge his magic in order to grab the ball.

"Got it!" he said with a smile until he felt someone tapping on his shoulder.

"Uh…pal? Does that count as out? Or is the ball still in play?" Shining turned around to source of the voice only to be met with a face full of wood as he was smacked away from his position. "Heh…I guess was still in play after all. Ha ha ha ha!" Panic laughed manically as he smacked the ball again as it fell down this time aiming at Luna who was busy shooting at three Panic clones.

"Luna lookout!" shouted Pinkie.

Luna upon hearing Pinkie Pie's warning immediately grabbed the ball with her magic and threw at the Panic clones bothering her.

"Oh Fudge!"

"Oh Dang!"

"Oh sh-"

*Boom* the ball exploded on the Panics causing them to turn into nothing but smoke.

"Thanks for the warning Pinkie" Luna said with gratitude.

However, Panic after seeing this misshape face palmed "Dammit…that just happened didn't it?" He then made another illusion clone which responded to his question "Yep that happened" the clone said bluntly. Panic narrowed his eyes at the clone "Well? Don't just stand there! Get them!" he shouted while creating another batch of clones.

"Sir, yes sir!" the clones shouted with a salute as they charged into battle with Panic himself changing back into his original clothes to join with clones.

"Great just great! He gone off and made more of himself!" Applejack said as she gritted her teeth.

"I'm getting a sense of déjà vu here" Pinkie added as she helped Shining off the floor who was still recovering from the blow to the head Panic caused.

"Princess Luna I'm not sure how much longer we can hold him off." Rarity said as she tried her best to grab the one of the Panic clones in her magic.

"Then we have to find the original Panic if we can defeat him then the clones should disappear" Luna said as she scanned for the real Panic.

"Easier said than done" Applejack said as she lassoed one of the Panics and tossed him into another.

"There has to be something that differentiates the clones from the original" Luna said as she continued her scanning only to feel a couple of presences behind her. She turned around in order to find the source, but found nothing. "Huh? I swear I felt something behind me…" she trailed off until she felt something tap her on the head along with a voice "Hey mensa we are behind you just not directly behind you" Hearing the voice Luna turn her head around to see three Panic clones riding on her back smiling and waving their hands. Luna upon seeing this narrowed her eyes in anger and launched the clones off her back and promptly blasted them with her magic.

"Aw…Princess don't be like that they just wanted a ride…" whispered a sinister voice that made Luna's eyes widen in horror; Panic was still on her body.

"How did you?..."

"Shh...Fear's wasn't the only one who was holding back…" was all he said as he plunged his claws into Luna's body.

"Ahh!"

"Well shoot I missed the heart…but on the other hand I think I punctured a lung or two…" he said as he gave a small grin as Luna collapsed onto the floor. "Although I suppose it will achieve the same affect anyway…Ha ha ha ha ha!"

"Princess Luna!" everypony shouted as they ran over to Luna to tend for her save for Shining who just recently recovered from the blow to the head. He quickly noticed the commotion and quickly rushed over to Luna as well while Panic quickly dispel the clones and leapt towards the stair landing perfectly on his rear.

"Just so you know I rarely get my claws dirty with someone's blood I prefer to simply to scare the daylight's out of people"

"Monster!" shouted Shining as he charged at Panic. However, Panic only smiled at his anger and just as Shining was about to hit Panic with his sword he quickly disappeared leaving Shining dumbfounded "What?!"

Before Shining knew Panic reappeared behind him and spoke "Heh…you're the 567,890th person who tried bum rushing me…" Panic then grabbed Shining from the back of his head and threw him down the stairs. "And just like the others before you it was a futile effort"

Shining slowly got up from the bottom of the steps clearly injured from the tumble "Grr…"

"Yah know? It will be a real shame if one of your beloved Princess's dies right here…" Panic taunted earning glares from the group. "But I will tell you what. If you all surrender now I will see it that she gets's medical attention. My eldest brother is a well known doctor around these parts he was even able to save some poor sap on the verge of death" Panic then started laugh manically knowing that he had his opponent's in checkmate. Although he knew he would be having a long talk from Paranoia for harming the guests, but he didn't care. To him this moment of fun was worth it to him nothing could ruin it for him.

"Hey Freak!" yelled a voice causing Panic to stop his laughter and turn around where the source of the voice was, but as he turned around he felt something being stuffed into his mouth causing him great confusion.

"Mmmfff?!" was all Panic yelled out as he was caught by surprise by the sudden assault. He then looked who responsible for the attack. However, once he looked his eyes widen as he recognized the beings standing before him is Rainbow Dash, and Fluttershy, but the others with them he did not recognized.

"Spike now!" yelled Rainbow Dash as the baby dragon in question leapt into the air and breathe his emerald green flames to light the objects stuffed in Panic's mouth.

Panic raised a brow at their actions and immediately started to suck on the objects causing them to disintegrate like a cigarette. "Hey thanks for the smoke, but next time I'll pass that stuff tastes horrible and not to mention this smell…" he said as he puff out a few more smoke clouds. This surprised Rainbow Dash and the others for they did not expect Panic to react this way they even began to worry. However, they relaxed as they saw Panic having trouble walking "H-huh? *Gack* what's H-happen *Cough* happening to me?!" he said as he realized that the smoke wasn't going away.

Rainbow Dash gave a triumphant smile before responding "What's the matter can't take nightmare's bane very well?"

Panic eyes widen in horror and quickly narrowed them in anger "Nightmare's bane?! *Cough* W-where t-th *Gack* the hell d-did you get n-nightmare's bane?!" he shouted as he slowly made his way towards them only to stumble on his feet and fall to the floor. "I-I'll *Cough* k-kill you!" Panic then started to swing his arms wildly at the empty air expecting to hit Rainbow Dash or the others not knowing that they already walked passed him in order to help their friends. "W-why can't I-I *Gack* hit you?!" Panic screamed before finally succumbing to the effects of the plant's essence.

"Rainbow Dash, Fluttershy, Spike? How did you guys get here?" asked Shining as he was helped off the floor by Grey and RedHeart. "And you brought a nurse and a doctor with you?"

"Yeah these two are Doctor Grey Suture and his new marefriend Nurse RedHeart. They decided to come along with us and well we need all the help we can get" explained Rainbow Dash.

"Grey Suture…? I heard of you before, but there's no time for small talk. Luna has been seriously wounded and I don't know the damage that was done to her please help her" pleaded Shining as Grey nodded his head with acknowledgment as they passed Shining along to Rainbow Dash and Fluttershy.

"Nurse…let's assess the situation" Grey said with a serious tone as he got his mask and goggles ready.

"Right" she responded as the duo made their way to Luna where the others were doing their best to help Luna, but to no avail.

"Everypony stand back" he said simply to the group gathering their attention. When Grey saw that their hoofs were covered in blood he knew how serious Luna's wounds were. "Not good…" he muttered under his breath. He then looked at Luna herself and noticed eight holes in her chest four on each side. _"Shit…punctured lungs"_ he mentally cursed. "Nurse get the supplies ready. We have punctured lungs and I'm not sure how much time the patient has."

"Both lungs are punctured?! Her chances of survival are slim to none!"

"Under most circumstances yes, but I'm no average Doctor" Grey then took small box out of his bag and threw it to the side. Once it landed it exploded into a puff leaving behind an operating table. This of course stupefies Nurse RedHeart and the others, but also gains the attention of Dully who finally managed to gather enough courage to peak out behind the counter.

"Is it over?" she said meekly as her body stood up.

"Whoever you are it's far from it" Grey said to Dully "Now would you be a dear and help us bring Luna's body on the operating table?"

"Uh…sure" she said as her body placed her head on the counter. Dully's body then walked up to the dying body of Luna and with the use of both arms picked her up almost effortlessly and placed her on the table.

"Thanks. Nurse get the supplies ready" Grey said to RedHeart "We're going to save a royal's life" Grey then place the goggles over his eyes and his mask over his mouth as he threw a couple of more boxes that turned into objects you'll find in a operating room such as curtains, lights, a sink, and two smaller tables next to the main one. Grey then went to the sink and washed his front hoofs, RedHeart also followed his example after she placed the necessary equipment for the emergency operation. "Now…time for the operation!"

/

Location: Lord Nightmare's Mansion (Boog's Home)

Time: 5:24 P.M

Back in the Boogey Man's home we find the owner currently waiting one of the two unconscious bodies to wake up. After completing his day's work Boog found himself waiting for either his apprentice or his guess to wake up and for once he found himself worried. He remember the group of ponies he helped get to the mansion, but as he remembered the pony named Luna he recalls that she too has both a pair of wing and a horn which meant she is an alicorn. Boog then turn his gaze upon anthropomorphic alicorn in his guest bed and begun to wonder is this being is the Twilight Sparkle those pony spoke of? Fredrick did told him that he found the one person that can help cure him of his ailment and through process of elimination when he first lay eyes on this girl he assumed that this alicorn is the person he put much faith into. Boog always put his faith in his apprentice's judgment, but worries that this girl is willing to help him despite the dangers that surround him especially with the dream society breathing down their necks. Then there's Fredrick's brothers one thing he knows that if there is one brother he would trust it would be Paranoia. Compared to his brothers Paranoia is a saint despite his unsettling tendencies the others however, not so much. Panic as his name implies likes to send people into a panic and is incredibly unpredictable although he sensed similar feeling from the cotton candy looking pony named Pinkie Pie. Then there's Fear who tends to lean towards violence when a problem arise then using words it also doesn't help that his violent tendencies tend to escalate when given the chance.

Boog continued pondering with his thoughts until he heard a voice "Huh? Where am I?" said the voice drowsily. Boog looked to the source of the only to see the alicorn rising out of bed and rubbing her eyes. When she finally rubbed the sleepiness out of her eyes she stopped in place as if she remembered something "Wait Fredrick! He had one of his fits and I tried to help him, but he almost killed in return until somepony stopped him…" The alicorn then looked around only to stop when she saw Boog. "Where you the one who stopped him?" she asked.

Boog knowing that if there was a time for answers it would be now "Yes milady I stopped Fredrick from snuffing out his only light in the darkness"

"Wait you know his name is Fredrick then that means…you're his mentor The Boogey man!"

"Yes that would be me, but I would like to know the lady my apprentice put so much faith in."

"Oh my name is Twilight Sparkle recent ascended Princess of Friendship"

"That's what I feared…" Boog said with an almost monotone voice.

Hearing this confused Twilight "What do you mean?"

"A group of ponies came by her before looking for you, but I already sent them to the mansion a while ago"

"Wait my friends were here?"

"Not only them, but also your brother and a Princess"

"Shining and Luna are here too?"

"Yes, but like I said I already sent them to the mansion"

"So they just missed me…"

"Unfortunately, but I have a question for you"

"Oh okay what is it?"

"Now that you're aware that your friends are here to save you will you go with them?"

"I would've, but now I can't…"

"Hmm? Why?"

"It's Fredrick I can't leave him like this…"

"I see…"

"…?! Oh my gosh! Fredrick what happened to him?"

"I wouldn't worry about him right now… I already pacified him"

"Can I see him?"

"Look no further I left him in my room. Please follow me…"

Twilight wanting to know what happened to Fredrick got off the bed and followed Boog. When she entered his room she saw Fredrick lying unconscious on top of Boog's bed. She walked up to the side of the bed and gazed upon his unmoving form. She took quick note of the dry blood near the eye hole of his mask and remembered when she called out to him blood did leak out of the eye hole. "Boogey Man?"

"Calling me Boog is fine as well just for future reference" Boog corrected.

"Uh…right Boog I remembered when I called out Fredrick's name blood leak out of the eyehole of his mask"

"Ah yes…that. You see Twilight even though Fredrick has one of his fits of insanity a part of him is still there crying out to those who call his name."

"What do you mean?"

"His soul still listens to the outside world even if his mind isn't in control of his actions"

"But how does that explain the blood?"

"That's not blood Twilight…"

"Wait are you saying those are his tears?!"

"I can't explain it, but yes those are indeed his tears. Also you seem quite worried for the man who kidnapped you from whatever world you originated from"

"Well to be honest I first skeptical when he first told he was dying from insanity, but I wasn't sure I could live with myself if he was telling the truth"

"Ah…I see…doubt filled your mind due to your willingness to help others in need. Best be careful with a trait like that, but you seem to have good judgment so it shouldn't trouble you much"

"Thanks I guess…but just so you know I already decided that I was going to help him before seeing his fit of insanity in person. And after seeing it now I know I made the right choice"

"Interesting…so your path is set then Twilight, but be careful Fredrick's time is limited and each time the moon passes the horizon his grip on his sanity grows weaker"

"I know…and that's why I want to help him"

"Do you even know what he wants you to find?"

"He told me he needed my help in order to find a certain star, but he never told me what kind of star. Also I don't understand how a star can help him"

"That's because he hasn't told you what kind of star he was looking for…"

"Well don't leave me in suspense what kind of star is he looking for, so I know what I'm looking for."

"He's looking for the Vio'twiletta a wish granting star. It can only be found in the world of dreams and yet it cannot be seen by the naked eye"

"Why is that?"

"Because the light it gives off is often overshadowed by other stars; one will need to look very closely with a telescope in order to find it"

"That would explain why he needs my help…I studied astronomy and a few of its subfields back in my world, but I have a few questions about the star"

"I already have a feeling what these questions are, but go ahead and ask"

"First of all when does the star usually appear?"

"It's rather hard to say since the star is elusive in nature. Only a few managed to find the star and they said the star usually appears during a meteor shower, but it also seems to linger even after the shower. As I mentioned before the star seems to use the light of the others stars in order to hide in plain sight. Our next meteor shower will happen next week Tuesday if anything my only advice to you is preparing your equipment in ready of the shower."

"Thanks, I will. Now my second question; what color of light does the star give off?"

"The star mostly consist the color violet in its light, but at times it changes into colors you might find during dusk"

"Interesting… I think that might be the reason it's not so easily found among the stars. Anyway my last question is how do I get the star to work if I find it?"

"Now that one I'm not sure of…Well according to one of the dreams here he said all he did is simply wish upon it, but another dream who later got a wish of their own said they chanted the name of the star in order to for their wish to be granted. However, a third individual who also had their wish granted said they gave an offering to the star for it to work. In other words there is no clear way to activate the star's wish granting property"

"So I guess I have to wing then…"

"Unfortunately…yes"

Twilight sighed she got the information she needed in order to help Fredrick find the star, but now she have's to figure out how to activate the star's wish granting which apparently has no clear method. Among her thoughts she still has one question on her mind, but was rather embarrassed to ask.

Boog sensing this spoke "Oh? You have another question milady? What is it?" he asked.

"Wait how did you…never mind. Well…do you know what day it is it?" Twilight said as a blush crept on her face.

"Well I don't know what day it was in your world, but in our world today is Wednesday the 15th, so you have about five days to get ready for the meteor shower."

"Well that's good to know, but I also have one quick question"

Boog mentally sighed "And it is?"

"How long was I cold? Because Fredrick disabled my magic temporarily during our first encounter and I'm not sure how long it will last"

"Oh that…well with Fredrick it usually last for about an hour and you were out cold for an hour or slightly more not counting how much it took for you to get here. So…yeah you should be able to use magic now"

Twilight upon hearing this started to channel magic into her horn and targeted a nearby chair to test her magic. Instinctively she raised her right arm and moved it slowly to the right and in turn the chair became covered in her magical aura and begun to move slowly in the direction her arm moved.

Boog despite the simplicity of the action was looking on with interest. After Twilight recalled her magic and stopped moving the chair is when he finally spoke "Interesting even thought you were simply moving a chair I could feel almost immense amount of power inside of you. Untapped potential to say it simply."

"Well I mostly learned utility magic such as short distance teleportation, and telekinesis, but I'm afraid I don't really know much offensive magic other than magic shots and magic missiles. And my only defensive magic is a barrier I can only use to defend myself/"

"Hmm…with a spell repertoire such as that you won't make it very far in our world. You need to learn more offensive and defensive spells you can only go so far on wit alone, but once you learn to use more offensive and defensive magic you will have more options to deal incoming threats"

"I don't know…I rather avoid a fight than get into one unless it's absolutely necessary"

"I understand that Twilight, but consider this 'It's better to have it and not need it than need it and not have it'"

"Hmmm…you make a good point, but I don't know anypony that will teach me"

"Look no further than the man who lies upon this bed. If there is anyone who can teach you these types of magic it would be Fredrick. He has learned many types of magic such as elemental, support, and translocation to name a few."

"But what do I do if he gets one of his fits?"

"I wouldn't worry about that. Now that I know you're here to help Fredrick I will be staying at the mansion and help watch over the lessons"

"That's good to know"

"Now if only my apprentice would wake up, but by the looks of it he may be out for a while longer. I suggest you make yourself at home until he finally wakes up"

"Thanks…so uh…do you have any books I could read? Since I might be staying here for a while"

"I'll see what I can find in my collection that might be interesting to you" after saying this Boog left the room leaving Twilight alone with Fredrick.

Twilight took a deep breath and sighed in frustration as she took a seat next to the bed. Twilight then begun to go over what learned so far in her head. As she analyzed her thoughts she came to the conclusion that there was still more questions than answers with Fredrick being the center of it all. "Well there is nowhere to go, but forward and besides Fredrick needs me right now I can't leave him the way he is. But how do I explain this to my friends?"

/

Location: Lord Nightmare's Mansion (Lobby)

Time: 5:43 P.M

Back in the lobby our group was currently resting from their encounter with Panic with Dully being the most confused about what's going on. Since and Nurse Redheart are currently operating on Luna they were left with not much to do, save for Rainbow Dash, Spike and Shining who were next to Panic's body with Nightmare's bane on the side in case he would wake up. Fluttershy herself was tending to her friends Rarity, Applejack, and Pinkie Pie checking to see if they were hurt as well, however, thankfully they only had small scratches and a few bruises. As for Dully she was quickly pacing around the lobby attempting to clean up the mess from the scuffle with Panic while still processing the fact they managed to beat Panic.

"_I still can't believe it…those ponies managed to beat Sir Panic, but at a cost…I sure hope Sir Paranoia shows up. If he's here then he can help their wounded friend, but I think Panic may have put them on edge I hope they won't act rashly if he comes around…" _As if she called the devil himself a cold wind blew through the room catching the attention of everypony save for Grey and RedHeart who kept their attention on the mortally wounded Luna.

"My My what a mess…" spoke a voice causing Rarity, Fluttershy, and Rainbow Dash to flinch a bit as the air in the room grew even colder. "But I suppose that's what happens when you send a lunatic to meet the guests…" the voice then sighed "Some things never change…"

Then to the shock of Rainbow Dash, Spike, and Shining Panic's body begun to sink into the floor while causing the air around him to grow arctic cold. Not wanting to be anywhere near the cold spot the trio ran down the steps to where their friends are. When they looked back Panic's body was completely engulfed in darkness while a new figure rose out of the darkness. "Nevertheless allow me to say welcome to the home of Lord Nightmare. I assure you not all nightmares are like my brother, so I do hope you'll stay…it's not like you have choice…" The figure then stepped out of the darkness revealing himself as Paranoia. "Although I don't think introductions are needed…"

"Paranoia!" shouted everypony except for Grey and Redheart who are now mentally panicking.

"I must admit though you've grown bolder since the last time we met my friends, but I'll have you know there's a fine line between being brave and being foolhardy. I mean Panic managed to wound one of your precious Princesses and by the looks of it she's not long for this world…" Paranoia then begun to walk down the steps, but as he got half way down the stairs Rainbow Dash immediately rushed him while having a dream catcher hung around her neck, however, Paranoia simply teleported at the last moment before appearing next to Spike and Shining only to pick up the bag filled with nightmare's bane.

"Hmm…you seem to have done some of your research before going into our world" He said simply as he teleported again before Spike and Shining could react to his presence.

He then reappeared next to Fluttershy who flinched upon his appearance. "Ah…milady Fluttershy I was wondering when I was going to meet you again. Honestly, I didn't think you were brave enough to enter the world where you're worst fears become real, but I'm glad you did…" Paranoia then begun walking towards the curtain hidden operation going on in the lobby only to be stopped by Rainbow Dash and Shining.

"Hey! If you think that you can finish what your brother here started you got another thing coming! Besides I still need to pay you back for that nap you gave me!" Rainbow Dash shouted.

"It doesn't matter who you are as long I can still draw breath I won't let you anywhere near Princess Luna!" Shining added.

Paranoia sighed before stroking the beak of his mask "Dully?"

The dullhan in question immediately stood attention when she heard her name "Yes P-Paranoia!" she said shakily.

"What is the injury the Princess sustained?"

"Punctured lungs sir! B-Both of them!"

"My my that is lethal especially for ageless being…Dully you're dismissed"

"Yes sir!" Dully after giving a quick bow quickly left the lobby in a panic.

"Hey! Just what the hay are you up to?" Rainbow Dash said as she prepared an attack on Paranoia.

"Just checking what I'm working with…" he said with a hidden smile as the air around him once again became arctic cold. "Though I wish I had time to spare to play games with you equines, but this is a medical emergency and I don't have any time to waste…" Paranoia then raised his hand into the air which to everypony's confusion seemed to do nothing that is until they heard Nurse RedHeart scream.

Shining and Rainbow Dash looked in the direction of them scream only to watch in horror as they saw her slowly sinking into the ground while Dr. Grey did his best to pull her out only to be dragged into the floor as well.

"Monster!" Shining shouted as he used his magic to swing his sword at Paranoia, however, the strike stopped midway which left Shining confused until he looked at his feet which in turn caused him to curse under his breath; he was sinking too!

"Judging by the look on your face I say you've figured out what I'm doing"

*Grr…*

"Shining what does he mean!?" Rainbow Dash asked before she felt herself sinking as well. "Uh never mind…" She then tried to fly herself out of the dark spot, but to no avail. "What the hay?! I can't get out!" she shouted as she continued to struggle she then looked up to see that her friends are suffering the same fate as her as they too were struggling against the dark mass that was dragging them into the floor.

"If you're looking for explanations allow me…you see I used your own shadows against you and they are currently pulling you into the shadow world. A dimension that I call home…and it where you'll be staying until I'm done operating on your friend, so…ta ta for now" Paranoia explained casually.

Rainbow Dash attempted to shout obscenities in response, but couldn't as she was swallowed by her shadow. After a few seconds of screams from the remaining ponies Paranoia was left alone in the lobby in silence. He then moved the curtain to see the mortally wounded Luna who was currently unconscious and according to the heart monitor she was not far from deaths door.

"Umbra come to me!" Shouted Paranoia.

In response a crow flew out of a small dark portal and perched itself on Paranoia's shoulder.

*Caw!*

"No time to be a bird my son I need you to be in your original form, for this is a time for you to learn how to deal with a patient in need of new lungs" The crow nodded and immediately changed its appearance turning into humanoid crow.

"But I thought I was doing a good job father"

"You were son…but you forgot the replacement lungs…at best you were just keeping her alive"

*sigh* "Crap…"

"I will explain later where you went wrong, but first we must bring her into my office…" Paranoia then again raised his hand in the air and a shadowy portal appeared underneath Luna's body and swallowed her in darkness. Once she was gone Paranoia put his hand on Umbra's shoulder "Don't worry about it my son, but please watch carefully this time okay?"

"Yes Father…"

"Good, now let us take our leave" Paranoia then with a flick of a wrist created a new portal that he and his son step through and disappeared.


	19. Chapter 19

Chapter 19: Prelude to Trouble

Author's note: Here's another chapter from me to you and well not much to say except who else was excited when they saw the Nintendo direct? I know I was and I believe there are more surprises to come. Also who's ready for the next season of My little pony? Honestly I'm curious on what's next in the story mostly because I never read the other crazy things they do in the comics. But of course I don't think you care about how I look at their adventures you're here for the chapter. Well what are you waiting for? Read the chapter already! Also remember to tell me what you think about this chapter.

**Otherworldly Knowledge for you to know: Hopper, Kiki, and Lucain were dreamed up by three kids who are friends. Not surprisingly their dreams became friends with each other as well. P.S. Kiki has a crush on Lucain, but she won't tell anyone about it. Well.. maybe except for her creator.**

/

Location: Garden Keeper's House aka Boog's home

Time: 6:05 P.M

Twilight sighed to herself as she looked over the book she was reading only to be met with no reaction from Fredrick's unconscious body. After Boog gave her a book to read which was titled "Everything you need to know about the Gods" which wasn't a bad read, for matter of fact it gave her more insight about the world she's currently stuck in. Though she was honestly surprised how many gods existed in this world, what each of their roles is and the difference between regular Gods and DemonGods.

Apparently the difference is that DemonGods control the darker variants of the elements the regular Gods control in order to maintain balance and the leaders of both Gods is Alpha and Omega; The Creator and The Destroyer. She read them up a little, but could not learn much else about them other than their roles and a little bit of their relationships with other Gods. Deciding that it was a good time to take a break from the book she placed a bookmark in the spot where she was reading and closed the book. She placed the book on a small table next to her and got up from the chair she was sitting in. She then walked towards Fredrick's bedside and looked at him with concern. Twilight found it strange how fast she grew to care about Fredrick's well being despite how they first met perhaps it was out of pity? He is suffering from a force outside of his control and he came to her for help through…unorthodox methods. Regardless she already promised herself that she would help him despite the risks.

"I hope you'll wake up soon Fredrick. I can't help you when you're asleep and maybe…when this all over; we can become friends. You don't seem to be a bad person like when we first met, but you and your brothers do have to face the consequences of your crimes when we return to my world. I wouldn't worry about that though I will be there with you and explain everything, and hopefully lessen your punishment" With this said she left his bedside and walked towards the door she opened it slowly and before she walked through she took one last look at Fredrick before closing the door. As she slowly closed the door behind her she heard a book close shut which earned her attention. She looked to the source of the sound only to see who else but Boog whom was sitting in a chair with a small green book by his side.

"He still hasn't woken up yet?"

Twilight shook her head "No and honestly it worries me. Just how did you pacify him?"

Boog took a small pause before answering her "Well…after pulling him off of you I slammed his head into the ground. Once that was done I took out one of the syringes in his pocket and inject it straight into his noggin" he explained simply.

Once that was said silence filled the room Twilight grabbed her head and shook it in frustration "And there's the reason why" she said with a frustrated voice. "You do realize the impact you made alone was sufficient enough to give him a concussion if not break his skull?"

"Ehh…Fredrick's much more durable than he looks, although, that leaves me with the problem of filling the dent in the ground now"

*Sigh* "I beginning to wonder how Fredrick became the person he is if his mentor was nonchalant about his safety"

"I wouldn't say I'm nonchalant about his safety. It's just I see him go through worst punishment then a simple dirt nap, but enough about me…what brings you and Fredrick to my home? You must have some reason for coming here"

"Oh right! Fredrick and came here to show you a journal I found back in my world. I left it in my bag which I may have dropped outside…"

"I wouldn't worry about that. I saw your bag earlier and grabbed it as I was carrying your unconscious bodies. I left it hanging near the door just in case you might bring it up"

"Oh thanks!" Twilight said as she went to get her bag.

"No problem I'm just curious about the contents of this journal"

"Well considering what I learned so far there are no doubts you'll find this interesting" she said as she pulled out a chair in front of Boog and sat on it.

"Really, how so?"

"This is Desmond's journal…" she said somberly.

Boog's eyes widen upon hearing this knowing that journal could be his only clue on what happened to his best friend and his mother. "Twilight…thank you…"

"For what?"

"For giving me a chance to learn the truth…"

/

Location: Unknown (Somewhere in the vents of the mansion)

Time: 6:07 P.M

"Damn it Hopper! We been crawling around these vents and listening in to these nightmares conversations for awhile now and still we haven't found any proof that Lord Nightmare was using forbidden magic. Can we get out of these vents now? My legs are falling asleep!" complained Lucain.

"Yes my legs are falling asleep as well" added Kiki.

"Sorry not yet guys. I think I found something interesting" replied Hopper whom seems excited about something.

"I don't like the sound of that, but what did you find?"

"I found Paranoia's room!"

"Seriously?!"

"Yes and you guys might want to take a look at this…it doesn't look pretty" Hopper then moved out of the way so his colleges can see what he saw. When Lucain got a look at the scene he was horrified, for he saw the open chest of a large mare that is currently being operated on by a crow creature and Paranoia himself.

"Dear Alpha…they cut her open!" he exclaimed with shock.

"Worst still I think that mare they're operating on is from the same world as the other mare I saw, and if look to the side you'll see there are many more like her and I think there's a colt in the mix too"

"This is horrible…what do you think he plans to do with them?" questioned Kiki as she got good look from the scene.

"I don't know, but worst case scenario he plans to experiment on them for who knows what reason. Even worse I'm guessing they came to rescue that other mare, but they failed."

"Isn't there anyway we can help them?" asked Lucain.

Hopper shook his head "We can't…not without jeopardizing our mission. Besides Paranoia is strongest out of the three brothers we can't take him on without a plan"

"In other words we can't do jack shit"

"Pretty much…I'm sorry, but we have to move on…"

"Damn it all…"

"However…on the bright side we are getting closer to finding proof Lord Nightmare was using forbidden magic since more of these equines showed up which means he made some enemies from the world he invaded."

"Yeah…your right let's keep moving. Lord Nightmare's room got to be somewhere past these vents."

"That's the spirit Lucain!" added Kiki as they eventually left the vent leading into Paranoia's room.

…

"Umm…dad should we stop them?" asked Umbra.

Paranoia and his son even though they were operating on Luna they felt the presence of three dream fairies and heard their plan. "Focus at the task at hand my son. Once we tend to the patients I will deal with our uninvited guests personally" Paranoia said emotionlessly.

"Uh right…"

"And there…the new lungs are placed and working properly. Now we need to put the ribcage we took out back in place…" Paranoia then carefully placed a complete front section of the ribcage back in place. Once that was done Paranoia took out a weird looking casing and opened it. Inside of the case is a strange purple gel. Paranoia then placed his index and middle finger into the gel and scooped some out, he then proceeded to rub the areas of the ribcage that weren't together. When he was done he closed the case and took off his gloves in order to throw them away. Once he placed new gloves on his hand he turn to face Umbra and said "You know what to do from here…I'm moving onto the next patients"

Umbra didn't say another word, but instead bow with respect and proceeded to stitch the open chest cavity close again.

Paranoia then walked towards the sink to wash his gloved hands after doing so he opened a cabinet full of empty syringes and proceeded to take out eight from the cabinet and placing them near the sink. He then opened one of the cabinets connected to the sink and took out a metal casing. Pressed a button on the casing causing it to beep and open up, releasing cool air while sections of it spread apart revealing multiple test tubes filled with colored liquid. Each group of tubes is separated by colored giving the impression that each tube holds some sort of importance. Paranoia then took out one tube that contains a dark green liquid and placed it next to the syringes afterwards he pressed the same button on the metal casing causing it to close up. Once it did he returned the casing back to its original placing.

Once that was done Paranoia uncorked the tube and stick one of the syringe's into the tube. He only drew a small amount from the tube before taking out the syringe and moving on to the next one. This was repeated until all the syringes have the same amount of the dark green liquid leaving the test tube empty. Noticing this he placed the empty test tube in the sink afterwards he placed the syringes onto a tray before heading to his other 'patients'.

The patients in question are strapped onto operating tables which were surprisingly clean compared to the atmosphere of the room. Paranoia lightly laughed to himself as he got near the table holding down an unconscious Fluttershy. Paranoia placed the tray onto a counter next to the table and took one of the syringes checking it to see if there was anything wrong with it while speaking to himself.

"Alright…Subject: Fluttershy Race: Pegasus." He said absentmindly. "Last subject Twilight was the first to be tested with the DNA change. The DNA used in the testing was human DNA I only used a small amount and as a result it turned her into a human-shaped alicorn or anthro for simpler minds to understand." Paranoia gave off a small laugh "Heh… he always wanted to see what would happen if the rest of you became human or at least part human…but I digress" He gave off a throat clearing cough before continuing his thoughts "Anyway…Subject Twilight grew to a height of 5'5 with the rest of her body type being average at best, although, her cup size is a over average C it complemented her body nicely…" Paranoia caught what he said and realized it came off a bit perverse. This earned a strange look from his son before he continued working on patching up Luna. "…pressing on…this seems normal considering her lifestyle and other's similar to her save for the exceptions that exist in the world…Although I'm curious what results Fluttershy will produce, but of course there is only one way to find to find out…"

"Dad? Can you stop monologing and just get on with it already?" complained Umbra as he often seen his father do things such as this.

"…well there goes dramatic flair…fine then let the experiment begin!"

Paranoia then took one of the syringes and carefully plunge the needle into Fluttershy's left front leg and injected the contents into her body. After doing so he proceeded to discard the syringe and placed a small bandage on the spot where he plunged the needle. Once that was done he simply stood there waiting. Once a few minutes have passed the event Paranoia was waiting for began. Fluttershy's body began to change slowly first starting with the leg the syringe first plunged into. The leg slowly changed into a delicate looking arm with the rest of her body soon following the same process. After a few minutes Fluttershy's body soon became humanlike just like her friend before her.

"Interesting…she only grew 5'2 and her cup size is an actual average C, but her body…it seems fragile… and declicate…despite it being similar to her friend Twilight" As he gazed her body Paranoia almost found himself lost in her beauty, but immediately shook away the feeling knowing all too well this isn't the time or place for such thoughts. He then undid the restraints on her new arms and legs. Once that was done he teleported a large blanket into the room and wrapped her body in it. "Sleep well milady…" he whispered softly. Paranoia then moved away from her and onto the next 'patient' which happen to be Fluttershy's best friend Rainbow Dash.

"Now then…what about you? What results will you give me?" Paranoia said with unusual vigor. After a brief moment of silence and a bit sighing from his son Paranoia repeated the same process with Rainbow Dash and the rest of their friends save for Luna who Paranoia consider too dangerous to attempt the injection on as she was still healing and Spike whom was consider unnecessary for the experiment.

Once Rainbow Dash and the others transformed into humanlike anthros Paranoia commented on the results and recorded them.

"Okay…results from subject Rainbow…grew to be 5'3 tall, has a slender athletic build and…cup size is above average B. Subject Pinkie grew to be 5'3 tall, has a surprising normal body despite the amounts of sweets consumed and cup size is a C though they are borderline in becoming D's. Subject Applejack grew to be 5'10 tall, has a fit and tone body normal considering what she does for a living and her cup size is slight below average D's. Subject Rarity grew to be 5'7 tall, has a model-like build to her body and her cup size is above average C's. Subject RedHeart…"

Umbra, upon hearing RedHeart's name took a few steps closer to his father curious to hear the results. Paranoia smiled slightly when he felt his son's presence and kept going "…grew to 5'8 tall, has a rather shapely build to her body and her cup size…D's"

Umbra upon hearing this gave off a small *caw* of joy which did not fell on deaf ears. "Umbra did you have something to add?" asked Paranoia in a teasing tone as he turned to face his son. Umbra out of sheer embarrassment turned the other direction whistling while pretending he didn't hear a thing. Paranoia upon seeing this chuckled to himself before moving on to the last transformed subject "…and finally, subject Shining grew to be 5'10, and has a fit and average size muscular build. As for the man's pride and joy fortunately became the size of the average adult males pride and joy. Also side not subject Luna will have to be tested later after her injuries recovers which thanks to the treatment administered by yours truly and his prodigy son she will make a full recovery in three days until then she will remain here by chance she will wake up and react negatively to her surroundings. As for subject Spike he will not be given any treatment since there's no reason to change him as a result he will be send into his own guest room separate from the girls, but don't worry he won't be alone, for he would be sharing this room with Shining. This is Paranoia signing out."

*click* after Paranoia was done speaking his mind about his findings he pressed a button that stop the recorder he often kept with himself.

"Now that's over and done with we should get our new guests to their rooms, and once Panic recovers give them something decent to wear. After that then we deal with these uninvited guests"

"And by 'we' you mean you right?"

"Precisely…and while I'm doing so watch over Luna okay? We don't want her to cause a ruckus when she wakes up especially while she has those stitches"

"Right…because the last thing I want is burnt feathers…"

"Okay for the last time I thought the collar on that salamander would hold would you drop it already? I helped you grow your feathers back at least give me that!"

"Fine…"

"Good boy I'll be back as soon as I can"

"Oh! Dad one more thing"

"Yeah…?"

"Please be careful with the nurse for my sake"

"I wouldn't worry about that my son. Besides I think she is the right type of lady to keep you in line"

"?! What's that supposed to mean?" Umbra demanded. However before he could get an answer Paranoia already created multiple portals of shadow and brought every unconscious body except for Luna into the portals before shortly disappearing. *Sigh* "I swear dad you're too much sometimes…"

Umbra then turned to face the unconscious body of Luna "I wonder if you had this kind of problems with your parents?" he said to the body with a casual tone. "That reminds me I wonder how uncle Panic is doing."

/

Location: Boog's Home

Time: 6:10 P.M

Meanwhile…back with Twilight and the Boogey Man. They have just reached the part of the journal were the blank pages are after reading through the original entries at Boog's request.

"So these are the blank pages you mention. I don't suppose you have a black light on you?" Boog asked.

"No but I can use my magic to simulate one" Twilight said in response.

"Good… now let's see what Desmond has to hide in his own journal"

Twilight then charge some magic into her horn to create a purple light that revealed hidden words on the blank pages. "And there! But I feel bad that Fredrick isn't going to be able to see this. When I told about this journal he also wanted to see the entries as well"

"Yes…he admired Desmond's work in helping the nightmare race and in turn wanted to help improve relations with the dream world, but unfortunately they never trusted us ever since our predecessors attacked their world and the waking as well. In turn the dream society often turns a blind eye on our own troubles, but thankfully we do have an ally in the society; furthermore, he often tries to help us in secret."

"Sounds like tensions are on the brink of breaking…"

"Yes…and Fredrick's current condition isn't making things any better. According to our ally on the inside the dream society sent a three man team into our mansion attempting to find any trace of forbidden magic use"

"Forbidden magic? Princess Celestia warned me about the existence of such magic, but never told me which magic is forbidden."

"And for good reason…you see forbidden magic is magic that can only be used by the gods themselves, for they fear that mortals or any other being not prepared for such powerful magic could cause an imbalance in the world. This Celestia must trust you enough to even tell you about their existence, but we getting off topic…let's see what Desmond's journal has to hide…"

_**06/17/2000**_

_**Mother I sometimes wonder how far your recklessness would go. I mean to break into a government building of all things is just unheard of. And apparently so is the Dream society…to think the town we lived in was being controlled by nightmares of all things, but even stranger was their purpose. Before we banished them from our world one of them told me they won't stop coming until all dreams are nothing but figments and Glaurung would lead them to great power that would even surpass the gods themselves. Hearing this frighten me because that is the name of a wicked dragon in one of the stories my mother's mother told her. I thought the said dragon was a work of pure fiction, but to think such being exists in our world could mean trouble in the future. Although, there is one question that bothers me, just what does Glaurung want? I pray at night hoping me and my mother would never run into such vile being…**_

Boog and Twilight looked at each other with one of them thinking about a question and the other already readying an explanation.

"Who's Glaurung?" asked Twilight.

Wasting no time Boog responded "Like the journal said he is a vile dragon, but what it doesn't mention is that he is also known as 'The Deceiver' he is a manipulative dragon that has been known for many evil acts one being causing nations to go to war with each other under false assumptions."

"That's terrible!"

"I know and the worst part is he is also skilled in the art of magic often granting great power to those who serve him, but his favorite type of magic is…mind control. Unfortunately, he is naturally attune to this type of magic thanks to his eyes which can easily take control of anybody who doesn't have a strong mind"

"With a reputation like that he makes the dragons back in my world look like puppies"

"Heh you make it sound like the dragons back in your world are nothing but animals"

"Well…most of the dragons I met in person usually only had one drive gold and valuables. Though Spike is different compared to those dragons because I raised him myself when I first hatched him from his egg"

"Interesting…I guess certain traits are common with some dragons"

"What do you mean?"

"I mean Glaurung also has the nickname 'Worm of Greed' so I guess that's one thing he has in common with your dragons"

"Well to be honest I also ran into a couple of teenage dragons that actually talked compared to the older ones but…" she trailed off her sentence when she recalled the memory of those dragons.

"I'm guessing they have the same interests as their parents?"

"Ehh…more or less…"

"Anyway…Glaurung was eventually killed by a man whom he caused to marry his own kin, but before he died he lifted the spell he cast upon him and told him he married his own sister as a result he…" Boog then trailed off purposely added tension to the story.

"And he did what?"

"Well…he and his sister agreed to file a divorce and manage to convince the entire town they live in to forget the marriage ever happened. After that they went along live normal lives leaving the event Glaurung caused in the back of their mind…"

"Really? Well I'm glad they sorted it out"

"Yeah I'm glad too. Though I heard rumors they were contemplating suicide, but since they never had any children with each other I guessing that's what stopped them"

"Uh…right…"

"Regardless that was all in the past, but this entry takes many years after that incident which means he has returned somehow…"

"Any ideas how he could have returned?"

"None comes to mind…unless someone managed to learn the forbidden spell revival. This is the only way he could return from the grave, but who could have used the spell?" Boog pondered for a moment before sighing. "Priorities, Priorities…I can't worry about that right now. We still need to read the rest of these pages in order to find out what happened to Desmond and his mother Jocelyn"

With this said Boog and Twilight continued reading the pages of the journal sometimes stopping when Boog recalled Desmond telling him about certain events that were described in the journal. Later down the line the entries started to describe missions Desmond and his mother went off to often in full detail. One instance is a hostile takeover at a school where the nightmares held everybody in the vicinity as hostages so they can feed off their fears. Another was the kidnapping of children in attempt to kill their dreams, but one entry caught both of their attention.

_**04/10/2001**_

_**Gods…this night I rather forget, but these images continue to haunt every time I close my eyes. Maybe I will find solace in writing it down, but I may be hoping for too much…It was a dark night my mother and I were sent to investigate an abandoned apartment building nightmares were seen coming in and out of it and the dream society wanted to know why. When we got there we didn't really see anything out of the ordinary, but admitted the building itself was giving off a creepy aura. We eventually entered the building finding the lobby in a state of disrepair though considering this building current condition I didn't find it surprising. However, as we were exploring the ground floor we heard a scream and it took both me and my mother by surprise. We couldn't tell which direction where it came from and as that happened we were ambushed by a group of disturbing nightmares. Some had syringes implanted into their body while others seem to have screws and stitches on various parts of their bodies. We fought them off as best we can, but eventually we were overpowered. I blacked out after that, but eventually I woke up in darkness not being able to see my own two hands also the air reeked with a terrible stench. For a while I was stumbling in pitch black darkness until I found a light switch. Naturally I flicked it on but immediately I regretted it, for I was inside a room full of decaying corpses all seem to be wearing a strange mask on their faces. I did my best to keep my lunch in check as I examined the bodies eventually I reached the conclusion they all committed suicide, for all the marks I found on them were self inflicted. I ponder for a moment what could have the nightmares have done to these poor people that driven them to suicide. From the evidence I gather I could only conclude it has something to do with these masks. Before I could make any more observations I heard my mother cry out my name and it didn't sound far either. I immediately ran to the door of the room and attempted to open the door, but it was locked. This aggravated me and caused me to use brute force to knock down the door. Once I knocked it down I entered a hallway that almost seemed to go on forever as I looked down both hallways I heard my mother scream and it came from the right hallway, so immediately I ran down that hallway and along the way I was met with more corpses and blood…so much blood…the sight of seeing this much blood nauseated me, but I had to persevere for my mother's sake. I kept running down the hall ignoring how many bodies were in the hall as I ran by room after room eventually I ran into same nightmares from before. Learning from my last mistake I took no chances against these nightmares and used the orbs of light the society gave us before we left. I threw them and the orbs exploded in a brilliant light. As the light faded the nightmares were no more leaving nothing left save for a few ash piles. Again for the third time I heard my mother scream and this time it was nearby. I looked to my right to see a door labeled room thirteen, for a moment I mentally sighed at the obviousness of it before breaking down the door. What I saw as I entered the room send my blood into a boil, for what I saw two nightmares attempting to force a mask onto my mother's face. Wasting no time I tackled the nightmare holding the mask before blasting him with fire magic immediately destroying him. After that I turned my attention to the other nightmare who fled as we made eye contact. When it left I immediately ran to my mother who thankfully was unharmed, but the whole ordeal left her exhausted for she fell asleep in my arms. Once this happened I called the Dream Society and told them to send in help. They asked what happened, but all I told them is to come here see it for themselves. Eventually help came and we were taken back to the Dream realm I couldn't sleep that night thus making the entry you see before you. Not that I expect anybody else to read this entry, but regardless I feel the light of morning coming around I should get some rest now. Hopefully I will be able to rest easy, but I wonder what were those nightmares up to? Something tells me I don't want to know the answer…but I fear fate has already chosen.**_

Boog and Twilight stared at the entry in silence with looks mixed of surprise, shock, and disgust. After a few moments Twilight broke the silence "Those masks…they're masks of binding are they?" she said with a somber tone.

"Yes…and all of them must have the nightmare eater runes as well…by the gods…it was much worse than I thought…"

"Boog were nightmares always like that in the past?"

"Unfortunately yes…in the past nightmares usually have a one track mind especially the feral kind, but the ones organized by Glaurung were power hungry and wanted to cast the waking world and the Dream realm into eternal darkness where nightmares rule supreme. Those delusional fools…"

"That reminds me of a lot of Nightmare Moon's goal"

"Who?"

"She was Princess Luna's nightmare that was created by her darkest emotions. We have beaten her not just once but twice. The second time possessing my friend Rarity, but unlike our first encounter this one took more effort to beat"

"A nightmare created by negative emotions? Well I guess that's normal since most nightmares are created by fear of a specific thing, but this Nightmare Moon sounds like trouble"

"Well I wouldn't worry about it since our second encounter with her was the last time we saw of her"

"Wait you mean you destroyed a nightmare before?"

"Well…the first time it was more of exorcism the second time we may have ended the threat she poses for good"

"Color me surprised I didn't think you equines are capable of such feats, but I guess appearances can be deceiving"

"Well that's the mistake most of the villains we ran into made and usually the reason for their downfall"

"Honestly I can see that happening a lot"

As they were about to continue their conversation they both heard a groan coming from the guest bedroom along with a voice. "Oww…what hit me?" asked the voice. Boog and Twilight laughed a little bit before bookmarking the journal and heading off to meet the recently awaken Fredrick.

/

Location: Fredrick's Room (Library)

Time: 6:32 P.M

Meanwhile as other events are taking place the three dream fairies Hopper, Lucain and Kiki finally managed to break into Lord Nightmare's room via ventilation, but with one problem; the vent they came out of was in the ceiling. They fell screaming and landed hard onto the wooden floor. They eventually snapped out of their daze and slowly got off the floor dusting themselves off.

"So…this is the place isn't it?" Lucain asked with a slight groan of pain.

"Yes…this is the place isn't it?" repeated Kiki.

Hopper and Lucain groaned in annoyance, but since they were all in pain from the fall Kiki assumed it was from the groan was from the fall.

"Yes Kiki we are here…well sort of"

Lucain narrowed his eyes "What do you mean sort of?" he asked with a menacing tone.

Hopper gulped "Well you see we ended up in his library not his room like I planned, but don't worry we just need to go up those spiral steps and we'll be in his room in no time flat."

However, just as Hopper said that the air around them grew cold along with a haunting voice. "Now what did I find here? A bunch of little trespassers from the Dream Realm you do know this breaking the treaty right?"

The group turned to face the source of the voice finding Paranoia standing there with his arms crossed over each other. The group took battle ready stances while drawing weapons with Hopper drawing a rapier, Lucain pulled out a battle axe, and Kiki wore metal gauntlets which immediately after putting them on clashed them together to show that she means business.

"Heh…I figured that you didn't want to come quietly. Though I suppose it's been a while since I had a little fun; okay then…have at thee!"

Needing no other prompt Lucain jumped towards Paranoia attempting to slice him in two, but Paranoia simply step to the side causing the axe to land right next to him splintering the floor. Hopper immediately followed up and thrust his sword towards Paranoia's heart; however Paranoia saw this coming and lean back to the point the sword flew over him harmlessly. Kiki watching closely saw an opening and immediately ran up to Paranoia and threw a punch at him, but like her friends she missed as well when Paranoia quickly sank into the shadows causing her to hit Hopper sending him towards Lucain and knocking them into a nearby bookcase.

"Oww! That hurt Kiki!" shouted Hopper.

"Oops…"

"Hopper get off of me!" shouted Lucain which in turn caused his friend to get off of him.

Paranoia then reappeared while slightly sighing to himself "Can you please refrain from destroying the furniture? You already damaged the floor and you scratched the bookcase…"

"Hey you're the one who decided to step to the side!"

"And I wasn't the one wielding the axe nor was willing to be split in two…"

"Grr…"

"Anyway your teamwork has nice synergy your friends followed up after you missed your previous attack, but as you plainly see I used the last angle of attack your lagomorphs friend was able to use against you. Now when you take that into consideration I would like you to guess what kind of person you're dealing with and ask yourself this question my brother likes to ask people…how fucked are you?"

After Paranoia asked his question silence filled the room along with creeping dread of the answer that has yet to be spoken. The silence however didn't last, for Lucain quickly grabbed his axe and took another swing at Paranoia only this time it connected to its intended target. However, instead of cutting straight through it stopped halfway in his body before being swallowed by a large mass of shadow originating from Paranoia's body. Lucain took a few steps back in horror knowing full well now what he was dealing with.

"My my my…you prefer learn through action don't you? Though of course that has consequences…" On his last sentence Paranoia quickly rushed Lucain pulled both of his arms behind his back and pinned him to the ground.

"Grah!"

"Lucain!" yelled Hopper in worry.

"Get off of him you scary birdman!" Kiki yelled as she rushed up to Paranoia and wind up a punch, but before she could release the punch Paranoia turn his head around one hundred and eighty degrees in order to face her. This in turn caused her to freak out and back away from him.

"You wish to help your friend? Oh please go ahead the water's fine feel free to jump in." Hopper and Kiki said nothing and stood there paralyzed in terror. "No? Nothing? You're just going to stand there like deer's to headlights? Well fine then..." Paranoia then turn his head back to its original position and brought his face close to Lucain's ear "What about you? You have anything to say my canine friend?"

"Grah…go to hell!"

"I figured…" Paranoia said as he began pulling on Lucains arms earning screams of pain from him. "You know the benefits of being a doctor? I cannot just put people back to together…I also know how to take them apart!" a moment after he said this, a sickening pop was heard along with more screams of agony from Lucain. "Ah yes it hurts doesn't it? Heh heh good…" Another pop was heard before Paranoia finally let go of Lucain's arms which fell to the floor lifelessly. Paranoia took a few steps away from him after the job was done, but Lucain didn't move nor made a sound.

"Lucain no!" shouted Kiki as she ran up to Lucain checking his condition.

"This is my last warning…stand down and come quietly or I'll show you how easily a femur could break with the right amount of pressure" Paranoia voice was void of emotion as he made the threat.

Hopper and Kiki looked at each other with contrasting faces. Kiki face expresses surrender, for she did not want her friends to get hurt anymore. Paranoia proved already too strong for any of them; to her giving up seems to be the right choice. However, Hopper didn't feel like giving up they got this far and close to the truth he can't give up now, but how can he beat him? It's obvious anything they threw at him wouldn't work. Lucain's axe was just swallowed up by him when he tried to cut him in half, and he can easily read their attacks. What can he do?

"Give it up boy…nothing you can do will work on me. Please spare your friends the agony and surrender. I promise to fix your friend and lessen the intensity of your punishment if you come quietly."

"Never! Kiki grab Lucain and run!" Hopper yelled as he pulled out a small glowing orb and threw it at Paranoia. Kiki knew what Hopper was planning and did what he said. In a short moment Kiki threw Lucain over her shoulders and took off running down a hallway.

Paranoia saw the orb land at his feet, but did not move "Fool…" he said coldly as the orb exploded into a bright light that engulfed him.

Hopper covered his eyes at the scene not wanting to become blinded by his own weapon. After the light faded Paranoia was nowhere to be seen. "I can't believe that worked…I better catch up to Kiki and tell her everything's okay" Hopper quickly ran down the same path Kiki took hoping to catch up with her. After a few minutes of running Hopper quickly found himself lost in the massive library; eventually he came to a forked path "Kiki! Where are you? Answer me if you can hear me!" shouted Hopper.

"Hopper over here!" she shouted from the path on his right.

"Right" Hopper then took off in the said direction, but before he could progress any further a giant spider lunged at him. "Crap!" Instinctively Hooper slid under the spider and once he was behind it pulled out his sword and got into a stance. "Dammit! I can't believe I fell for that! You're a Vocader!"

The spider in response only repeated the same message it used to lure Hopper.

"Grah! You're wasting my time!" With one clean strike Hopper pierced the spider's head causing it to shriek in pain, but after a moment the spider fell to the ground and blew up into a cloud of purple smoke.

"Shit…if nightmares like these are wandering around here then I got to find Kiki fast!" Hopper continued his new route until he ran into a dead end. "Of course…" As he turned to go back he ran into somebody he did not want to see; Paranoia. "No way…how? How?! That was a sunlight grenade!"

Paranoia walked closer to him bringing the cold air around him to frigid temperatures. "Sad isn't it?"

"W-What?"

"It's sad to see such a desperate fool fight for his life. Unfortunately, it was all in vain…" As he said this, shadows grabbed hold of Hoppers legs.

"Ah! What's going on?!"

"Also I don't make threats…I make promises…" Then suddenly the shadows covered Hopper's entire legs and promptly crushed his femurs.

"Aaaahhh!"

/

Location: Some other part of the library

Time: 6:45 P.M

Kiki kept running down hall after hall, but the exit was nowhere to be seen. After a few more minutes of running she stopped in her tracks and fell to the floor crying while dropping Lucain onto the floor as well. She can't take it anymore. She never felt so alone. How could have things turn out this badly? She thought this mission was going to be simple, she thought that finally she will have time to spend with her friends. Sure she annoyed them by repeating their last sentence, but they all laughed about it later. Being with her two friends was like a dream to her, but now this is a true nightmare and she didn't have either of her friends to help her.

"Aaaahhh!"

Kiki when she heard the scream. She knew in her heart that her friend Hopper was caught by Paranoia. Her crying intensifies with her tears dropping down like miniature waterfalls. She looked back to the unmoving body of Lucain and slowly crawled over to him. She didn't want to be alone in her darkest hour, so she decided to lie next to Lucain.

"Lucain…I'm s-sorry…" she said sadly as she caressed her friend's face. After a short moment she pulled her face closer to his until both of their foreheads are touching. She closed her eyes saving what time she has left with her remaining friend. She didn't know how long she was like this, but she soon heard footsteps heading in her direction. She kept her eyes closed not wanting to see the man responsible for this. Eventually the footsteps stop near her.

"G-Go away…"

"Don't worry milady it will over soon…I only have one favor to ask of you…"

"N-No…"

"Would you kindly go to sleep?"


	20. Chapter 20

Chapter 20: Living Arrangements

Author's note:

Sorry this took a while, but I just survived the finals of the semester of school. In other words not much excuse. Anyway…I was also distracted by the game Splatoon which is a very good game from my experience playing the game. In other related news I posted another story which involves animal crossing characters and my town. Unfortunately, there is one chapter to read at the moment, but I will be grateful if you tell me what you think about that story. Also how you guys been keeping up with the new episodes of my little pony? So far they keep me entertained like they always do. Okay enough chatter time to read the chapter.

_**Tragic Fun Fact: Paranoia used to have a wife named Serenade Crowley they lived a happy life together until she later divorced him under strange circumstances. A few months after the divorce she died through unknown means…(fact to be continued)**_

/

Location: Guest Room (Boys Side)

Time: 6:56 P.M

Shining gave out a pained groan as he slowly woke up from a deep sleep. He rubbed his eyes to get rid of the morning blur, but once he did he felt something off. Once his vision became clear his eyes widen, for he saw his hooves are now hands like the ones humans have. Seeing this he removed the blanket that was covering the rest of his body, and what he saw surprised him he was wearing an under shirt and pajama pants with his cutie mark patterned all over it. Also he still has hooves for feet. Shining felt his mind race as tried to make sense of his current situation.

"_Okay Shining get a hold of yourself…Obviously you been turned into a human or rather part human creature just get out of bed and analyze the situation. There should be a mirror somewhere around here and hopefully I can find the others while I'm at it."_

Shining jumped off the bed landing on his feet, but once he landed he had trouble keeping his balance and shortly fell to the floor face down.

"Oww…" he groaned as he picked himself off the floor. Shining leaned against the bed he recently jumped out of in order to keep his balance. "This walking on two hoofs thing is going to take awhile to get used to…" Shining slowly let go of the bed before trying once again to stand on his two feet. After struggling for a bit Shining finally manage to keep his balance only to run into another problem; the art of walking. "Okay…if I remember correctly Twilight told me humans walk by moving one leg after another and the first step depending on their dominant hand or was it the opposite?" Shining pondered for a moment before coming to a conclusion. "Well…I just used my new right hand to get back off the floor, so I guess that's my dominant hand. I guess that means I should put my right foot forward" With this thought process in mind Shining moved his right foot forward.

After a few attempts at walking Shining finally got the hang of it. With this accomplished he took the time to look around the room he was stuck in. To him it wasn't much different from living in the Crystal Kingdom though it was less…crystally. After some looking around he eventually found a hand mirror. What he saw surprised him a little, for he still has his equine head though slightly altered. "If this happened to me…that means the others must have been changed has well, but how?" He asked himself. *sigh* "Looks like I have to cross that bridge when I get to it, but first I need to find the others"

He looked around finding three more beds in the room with one smaller one in front of one. When he looked at the smaller bed he found a familiar baby dragon sleeping soundly in the small bed, but Shining became confused when he saw Spike; he wasn't changed at all. However, before he could think on it further he found one the larger beds being inhabited by no other then Dr. Grey Suture who was changed like Shining himself. Rather than letting them continue their blissful slumber Shining decided to shake them awake.

"Hey! Wake up!" He shouted hoping the combination of shaking their bodies and shouting will wake them up faster.

The two slowly woke up with a yawn while rubbing their eyes. "Is it morning already?" Spike said with another yawn as he got out of his bed.

"Yeah is it? I having a nice dream before you started shaking and yelling…" Grey Suture trailed off as his vision cleared. Grey's eyes widen when he looked at his changed body "Jumping jalopy! What the heck happened to me?!"

"What's going on Shining…whoa Déjà vu" Spike added as he finally saw the source of the commotion. "Wait! What about me!" Spike quickly checked himself to see if he was changed as well, but soon breathe a sigh of relief as he saw he was still himself. "Whew…I thought I was a dog again, but if I'm still me then what happened to you guys?"

"Well honestly Spike I don't know how or why we been turned into these half-human half-equine ponies, but what I do know is if this happened to me and Suture then the girls may have been changed as well" Shining explained.

"Well ain't this a fine mess we gotten ourselves into, but there is no point in us sitting around" Grey said as he removed the blankets off his body, so he can jump off the bed.

"Grey wait! Don't jump off the bed!" Shining yelled, but unfortunately his warning fell on deaf ears. Grey continued his action only for him to fall to the floor face first like Shining before him.

"Oww…"

"I tried to warn you…"

'This going to take awhile" added Spike.

…

After a few minutes of getting used to his new legs Grey finally was able to walk around. "Okay that's a new experience I will be writing in my journal when we get back home, but what now?" asked Grey as he rubbed his temple.

"Well first we should look for the girls we can't really get a hold on what's going on until we find them"

"While I agree with you Shining there's only one problem. The hallway out that door according to what Paranoia told me when I was brought here is like a maze and isn't very well lit. In short we can easily get lost out there even thought we were going only straight" Spike explained.

"Then how do the Nightmare Brothers get around?"

"I don't know…they just know where go"

"Great…just great…we can't risk going out there then, but what can we do?" Grey said with a look of frustration.

"Then we should look for another way"

The trio then begun to search the room for any alternative ways out. They continued to search for a few minutes until they heard a knock at the door that leads into the hallway.

"Knock, Knock. Is anyone awake in there?" asked a familiar voice.

"Dully is that you?" Shining asked.

"Oh so you are awake. That's good…what about the others?"

"Whoever you are the dragon and I are awake as well" added Grey.

"Great! Can you let me in?"

"Uh…sure" Shining said as he open the door for her.

"Thank you" she said as she walked in much to Spike's and Grey's shock.

"Wha?! How is your head disconnected from your neck?!" both shouted in surprise.

"Oh this? I was imagined this way" She responded flatly as her body pointed to her neck. "By the way my name's Dully we haven't met before" her body offered a friendly handshake which the two reluctantly took.

"Now that introductions are out of the way. I'm here to deliver a message from Sir Paranoia"

"Sir? You mean he's knighted?" Shining asked with a raised brow.

"Yes and so are his brothers"

"Huh…what a strange bunch of knights" he said under his breath.

"What was that?"

"N-Nothing…anyway what's the message?"

Dully pulled out a scroll and opened it up "Dear equines, if you're wondering what has happened to you the answer is simple I genetically modify your DNA to become anthros. Now the reason for this is because you have been selected for further challenges by our lord, but these challages require you to be bipedal and have some sort of human characteristics. If you're wondering no, the change is not permanent and you should revert back to your normal selves in a month or a few weeks at the least. Anyway I best recommend you stay in your rooms for tonight because currently our lord is unavailable at the moment until then dinner would be brought to your rooms in a few minutes. Also on a side note you'll have some new roommates two for the men and one for the women they will come along once dinner arrives. Oh and before I forget if you're wondering about your precious Princess Luna I wouldn't worry about her. She's alive and making a full recovery in the infirmary, but she won't be joining you for the next three days. Well that should wrap what needs to be said Dully you can stop reading now…Oh... how embarrassing" she finished as her body placed her head on a nearby table and closed the scroll.

"Well…that's a lot to take in" commented Grey. "Well at least we know the girls are safe and Luna is recovering"

"Yeah, but we're their prisoners" added Shining.

"Well at least they made us comfortable prisoners" Spike humorously added in attempt to lighten the mood.

Dully nervously shifted a bit after noticing the tension that surrounded Shining "Anyway I should get going, I need to give the same message to the girls a couple of doors down the hall so…thanks for letting me in" after she finish her sentence she walked out of the boys room and closed the door ignoring the sudden looks she got.

"Wait what!" yelled Shining as he quickly open the door to chase after her, but as he open the door he was met with a single long dimly lit hallway. Seeing no other option Shining immediately ran down the hallway ignoring the protests of his friends.

"Shining wait! We don't know what wander these halls!" shouted Grey as he followed Shining.

Spike sighed to himself as he reclosed the door "I tried to warn them…I wonder how long it would take to make it back to this room?"

/

Location: Guest Room (Girls Side)

Time: 7:09 P.M

Meanwhile…while the two colts are running around the halls, the girls already have gotten used to their new forms and are currently just as lost as the boys.

"Yaahh!" yelled Rainbow Dash as she ran out the door and into the darkness.

*sigh* "There she goes again" said Applejack as she sat on the edge of her bed thinking of a way out.

After a few moments the girls in the room heard Rainbow's yelling again as she immediately ran into the room for the fifth time. "Seriously! How is this happening?!" she yelled in frustration as she got ready for another attempt only to be stopped by Fluttershy.

"Rainbow please stop your only to wear yourself out if you keep this up" she said concerned for her friend. Rainbow Dash looked to the ground and mumbled a few words before sitting on her bed in the room.

"She's right, you already helped proved that running out that door is pointless. At this point it would be a waste of energy" Nurse RedHeart added as she gave a sigh.

"Something on your mind nurse?" Applejack asked as she noticed her downcast expression.

"I'm just worried about the boys…Grey especially"

"Aren't we all?" added Rarity as her thoughts turn to Spike.

The mood in the room became heavy for a moment until a certain nightmare made herself known. "Is this a bad time?" asked the nightmare as she entered the room.

"Dully!" shouted an excited Pinkie as she ran up to the Dullahan and hugged her.

"Whoa! Nice to see you too, but can you please watch the head?" pleaded Dully as her body did its best to prevent the head from being crushed.

"Whoops sorry…" said Pinkie as she let go Dully and gave her a sheepish smile.

"Don't worry about it, but just remember next time okay?"

"Okey dokey!"

"So what brings you here Dully?" asked Applejack curiously.

"Yeah what brings you here?" added Rainbow Dash as she eyed the nightmare in suspicion, for she didn't really trust nightmares from her experiences.

"Well I'm here to deliver a message from Paranoia and it's something you might want to listen to..." Dully then begin to relay the same information she told the boys.

"So that's what happened to us…" Applejack said as she adjusted her hat.

"But through genetic modification? I thought only unicorns can do through magic not through the use of experimentation" added RedHeart as she thought more about it. "Although, that Paranoia guy isn't unicorn and he still pulled it off. I would be impressed if we weren't prisoners…"

"Well at least it's temporary. I prefer my own body than this one I mean look at me! My wings grew bigger and in a close and small space like this I can't even use them!" Rainbow gave a small pout before lying on her bed. "Did Twilight really have to go through something like this?"

"My best guess it's something similar to what Twilight told us when she got back, but with a few changes" added Applejack.

"Oh don't such downers. At least they're giving us food to eat" Pinkie said in an effort to change the subject.

"Pinkie's right I mean they gave us a room with beds, a bath big enough for all of us, and a window with a beautiful view of outside. Honestly, I feel more like a guest than a prisoner" added Fluttershy.

"I have to admit the décor does speak royalty and these clothes do fit our new bodies very well even though they're just sleep wear. Where did you get these anyway?" asked Rarity.

"Well they were mostly bought from stores from the waking world, but some of them are made by our very own professional clothing designer and tailor"

"Ooh a professional. I would like to meet this professional whoever he or she is"

"Well…he is currently unavailable at the moment, but I will let him know you wanted to meet him when he does"

"Thank you darling"

The RedHeart gave Rarity a raised brow while Applejack sighed at the situation.

"What? If we're going to stay here I might as well gain more ideas"

Not wanting to prolong the conversation any further RedHeart dropped the subject.

Dully was again feeling awkward in the following silence and decided to leave the room, but before she left RedHeart spoke up "How are the boys doing?" she asked with a worried expression.

Dully gave her a small smile before responding "Honestly, they worried about all you just as you are to them" With this said Dully took her leave and closed the door to their room leaving them to wonder what to do.

/

Location: Guest Room (Boys side)

Time: 7:18 P.M

Spike laid on the bed with a bored look on his face. It has been a quite a while since the other guys charged into the dark hallway despite his warnings. He let out a yawn as he took a book nearby and looked at its cover. "Dream Fairies and Nightmares know the differences and their Purpose…" he said plainly as he opened the book.

"Let's see…Dream Fairies are beings who exist on a different plain of existence which is today is known as the dream realm. Dream Fairies used be imaginary friends of individual mortal children with strong imaginations that causes them to be real to them. These imaginary friends become Dream Fairies when the child has a dream that they wish to reach and trusts their imaginary friend to help them reach that dream. At this point these Dream Fairies are recruits and only become true Dream Fairies when they helped the child reach their dream" Spike raised a brow after reading the passage. "So that's how Dream Fairies are created…Twilight will love to read this" he said to himself.

Before he could read the entry on Nightmares he heard something running towards the door to this room. Spike gave out an annoyed sigh before getting off the bed and walked towards the door. _"3…2…1…"_ he then opened the door to see Shining and Grey rushed passed the door and crashed into the farthest wall in the room.

"So…how did it go?" he asked sarcastically as he closed the door.

The only response he got was some groans of pain.

"I thought so…"

The two recovered after a moment and immediately begin asking questions in a bewildered manner.

"What in the name of my wife just happened?" Shining yelled.

"We just ran straight and we ended up back here!" Grey responded.

"How did that happened?

"I don't know! I just as confused as you are!"

The two continue to talk to each other endlessly not making any progress in answering their questions. That is until Spike made a small cough bringing their attention to him. "It's like I said you guys the halls is like a maze you can easily get lost even if you're running straight"

Grey and Shining looked at each other for a moment before remembering Spikes word minutes before they took off into halls. "Oh…right…" they both said as they looked at the ground in embarrassment.

Suddenly they heard a violent knocking coming at their door. Everybody then stood up on edge already sensing danger and the knowledge that it isn't Dully at the door. They waited for a moment before there was another violent knock however this time it nearly broke the door down.

"O..pen…do…or…" said a slow voice that Spike immediately recognized.

"Fear!?" he yelled as the door was busted down.

There standing where door the used to be was the nightmare himself, but he also seemed to be carrying two unconscious beings that isn't known to any of them. Fear walked into the room while looking at the other inhabitants in the room. He also seems to be wearing a new gas mask since his old one was destroyed before. Fear stopped in the middle of the room and in front of Shining, Grey and Spike.

The said three looked at Fear with angry looks and battle ready positions. That is before Fear spoke up.

"N…ew…room…mates…" he said as he dropped the two bodies onto the floor, and walked away into the halls disappearing into the darkness.

The group looked at each other before examining the bodies. One was a strange cricket looking humanoid while another was a wolf man. The cricket's legs have stitches and braces "Oh boy…" Grey said as he looked at the stitches.

"What is it?" asked Spike.

"These stitches are not just covering surgically open wounds. This poor bug man had his femurs crushed then put back together again"

"What?! How?" Shining said shocked.

"Only a master surgeon could have that kind of knowledge and the only one I know is me!" Grey said with a panicked expression. "Who else could have this knowledge?"

The group looked at each other before remembering who turned the two colts into half-human half- pony creatures. "Paranoia!" they shouted in unison.

"If he's this advance with medical arts then in turn he could easily take us apart and put us back together again!"

"Argh…quit yelling if I wanted an alarm clock then I would've stayed home…" said a new voice.

The group stopped in their tracks and looked at the source of the new voice; it was the wolf man. The wolf man looked at them with a confused look before getting off the floor. "Uh…yeah…the name's Lucain…and you three might be?"

The group didn't moved for a moment that is until Shining stepped towards the wolf man to greet him "My name is Shining Armor the baby dragon over there is named Spike, and the grey colt is named well…Grey Suture"

"Nice to meet you all considering the circumstances…" Lucain said as he remembered how he ended up captured. His mind then drifted to his friends who he last remembered were fighting Paranoia. "Shit! Hey Shining!" he yelled. "Have you seen a rabbit or cricket around here?"

Shining looked at his friends who in turn looked at the body on the floor "So that's what type of insect he is" Grey said with a fake smile in a failed attempt to make the mood lighter.

"Damn it all! Hopper! Hopper!" Lucain yelled as he kneeled next to his friend and attempted to shake him awake.

"I wouldn't bother doing that…I'm pretty sure he's unconscious and not waking up anytime soon" Grey said flatly.

"I know that! C'mon help me get him onto the bed"

The two colts didn't waste any time to help the wolf man lift his friend onto a nearby bed. Once that was done Lucain gave out a small growl, for he saw the braces and the stitches on his friend's legs. "That bastard! When I get my hands on him I'll make sure he's going to be drinking his meals through a straw for the next few years!"

"Well…if it makes you feel better the work on his legs is done so well he'll make a full recovery in the next three days" Grey said trying to cheer Lucain up, but only received a snarl in response. "Okay…I get it you need your space, so…I'll be standing over there" he said nervously as he backed away and hid behind Shining.

Shining sighed at this act, but understood his fear. Treading carefully he walked closer to the wolf man "So Lucain why are you along with your friend Hopper?"

Lucain grumbled under his breath, but looked at Shining "We were sent here to investigate the sightings of forbidden magic use; in this case other world travel"

"What makes it forbidden? I mean we used the same magic to get here"

"Well it may not be forbidden in your world, but in my world forbidden magic can't be used by non-god entities unless supervised by a god"

"Interesting, but how did you get caught?"

"Paranoia knew we were here he tracked us down and considering what happened to Hopper captured us. I just hope Kiki didn't get hurt or else I will be bringing more hell then I promised before"

Shining was going to question about Kiki, but guessed he or she is another friend of his. So he mentally moved on to the next question "So who or what are you exactly?"

"We are Dream Fairies. In short we help protect the dreams of mortals in our world from nightmare attacks on the waking world"

"Not exactly what I imagine a fairy to be…"

"Well I'm sorry we can't all be tiny people with butterfly wings" Lucain replied sarcastically as he made little flapping motions with his hands. "Anyway…considering that we are stuck in the same situation we should work together. I need to find evidence of forbidden magic use and you need to rescue your friend if we team up we both get what we want"

"Her name is Twilight and she's my sister, but you do have a point"

"So do we have a team up or what?" Lucain then brought out his hand hoping for a handshake.

Fortunately, he didn't have to wait long for the handshake, for it took Shining less than a second to return the handshake. The two smiled at each other now having developed some respect for each other.

"Uh…excuse me?" spoke a well-mannered voice.

The group turned to the door way to see a giant spider in a tuxedo standing at the doorway. The spider was carrying multiple plates on its arms which everybody save for Lucain knew what that meant.

"Dear me! What happened to the door?" The Spider said as it walked through door before stopping in its tracks "It was Fear wasn't it?" it said flatly.

The group just nodded in response being too shocked by the giant arachnid to speak.

"Of course it was…anyway here are your meals" the spider then brought out several tables and laid each plate on top of them. "Now I looked into each of your biology given to me by the head chief, so I guess these two piles of cooked hay sided with carrots and apples belong to you two gents" The spider then pointed to Shining and Grey who only stared at the food with confused looks. "And for the growing baby dragon we have something rather unorthodox, for you get a pile of gems which contain several different rare gems such as rubies, sapphires, and emeralds just to name a few" The Spider then moved closer to Lucain and Hopper "As for you two…the wolf man gets lamb ribs sided with mash potatoes and peas, and the cricket gets a salad laced with honey"

The spider then took at a look at the sleeping Hopper "Oh dear…still asleep. I got a remedy for that…" The spider then crawled next to Hopper and whispered a simple word "Boo"

Shortly after saying that Hopper woke up screaming before jumping onto the ceiling shaking like a wet dog "Spiders! Spiders everywhere!" he yelled.

"Terribly sorry for that sir, but your food is ready. So would you please get down from the ceiling?"

Hopper looked at the source of the voice only to see a giant spider staring at him from below "Sp-sp-spider! Giant Spider!"

"Oh dear…I guess that's my cue to leave, but before I do let me fix the door for you" The spider then walked to the busted down door and after a few minutes of hammering and webbing the door was back in place. With a quick goodbye the spider left the room leaving the guys with their thoughts and meals with Spike already starting on his pile of gems.

/

Location: Guest Room (Girls Side)

Time: a little bit after the guys encounter with the spider

To say the girls were confused was understatement. First, Paranoia appeared in the room carrying an unconscious rabbit in his arms after a few words he placed the rabbit on a nearby bed and left. Second, the rabbit eventually woke up and introduced herself as Kiki she explained briefly about herself and what she is to the group before remembering and freaking out about her friends. Once the group managed to calm her there was a knock at the door. Pinkie opened the door letting in a giant Praying mantis into the room. Of course everybody in the room freaked out though a certain mare fainted at the sight of the creature. Strangely the creature freaked out as well and after small squabble the creature was pinned down by Applejack and Rainbow Dash. Considering its situation the creature explained why it was present in their room telling them that it was bringing the food to them. To prove it the praying mantis whistled bringing out three other smaller mantises's appeared bringing food carts serving food to the girls.

A little bit later the mantis left leaving the girls to themselves and their food. After eating their given meals they heard a voice echo around the room.

"Testing...testing 1, 2, 3 testing. Okay it is now 8:00 P.M officially this is the time to go to sleep for those who do not naturally belong to the world of sleep. This means you, our special guests…so I recommend getting some sleep for tomorrow. Thanks for your cooperation and have a good night"

The voice then stop speaking signifying it was done by the sound of a small beep noise.

"Ya'll hear that? We should get some shut eye who knows what they're planning for us tomorrow" Applejack said as she climbed into a bed near her.

"Are you sure that's a good idea? I mean we are in the nightmare realm after all they might attack us while we sleep!" Rainbow Dash added with concern.

"You don't have to worry about that. I'm a dream fairy after all, so I don't need sleep. I'll watch over you guys, although…I might be bored throughout the night" Kiki said easing the group's worries.

"Wait you don't need sleep? How can you do that?" asked RedHeart.

"As beings that live in the world of sleep. It's not necessary for us to sleep though we can simulate it and feel its effects"

"Wait does that mean can dream fairies and nightmares can have dreams and nightmares?" Pinkie asked with innocent curiosity.

"Not really mostly for us it's just a blank room for our thoughts, so in other words we can see what's going on in our own heads. However, should we get a dream or nightmare its mostly prophetic telling us of good or bad things to come"

"Wow that's amazing I would never thought that" Rarity said.

"Well I will probably tell you more about it later, but like your friend Applejack said you guys should go to sleep"

"Okay then good night!" Pinkie said quickly before jumping into her bed and falling fast asleep.

The others after saying their goodnights to each other turn off the lights in the room, and fell asleep leaving Kiki alone in the darkness of the night.

Kiki slowly rocked herself on her bed wondering what happened to her friends until she heard a familiar howl. She felt a wave of relief wash over her, for she grew to recognize Lucain's howling from other wolves. In response she gave howl of her own or at least her best version of it to let Lucain know she's okay. She kept doing this throughout the night without waking up her new friends all the while giving out a small smile.


	21. Chapter 21

Chapter 21: Breakfast Time

Author's note:

Well this took awhile sorry if I made you all wait for it and sorry for it being mostly filler, but on the bright side you get another look into the past. Anyway in MLP watching news, well so far the season is doing well. I gotta say the "slice of life" episode gave me some unexpected looks into the lives of the background ponies and, some of their personality I can feel is affected by the fans.

**Fun fact of the day: It's in the story down below…**

/

_Location: Government Building (Outside)_

_Time: 2:28 P.M._

"_Desmond, c'mon this way!"_

"_Mother, wait up! I know you want to help Joseph, but do really think this is a good idea?"_

_Jocelyn looked at her 'son' with a glare. They agreed together that they will check up on the government that runs their town just to be sure if they caused the epidemic in the first place._

"_Desmond! Joseph is my friend and he and his people need our help!"_

_Desmond flinched a bit from her voice. He never really liked it when she yelled; it scared him a little bit._

"_Yes mother…"_

"_Good, now boost me up. I can't over the fence."_

_Desmond could only sigh as he made his way to her and picked her off the ground, so she can stand on his shoulders. The fence itself is tall as Desmond himself with metal bars painted black and tipped with rather pointy spikes. Jocelyn slowly stepped off his shoulders and over the fence doing her best to keep her grip as she slowly slid her way to the ground._

"_Okay your turn." She said quietly doing her best to avoid catching attention._

_Desmond nodded as he took a step onto the fence and in one swift motion jumped over the obstacle before landing gracefully onto the ground._

"_Hmph…showoff" Jocelyn said grumpily as she made her way to the building._

"_Hey you're the one that said I should try doing cooler stuff. Doesn't that count as 'cool'?"_

"_Not when you upstage your mommy, Desmond."_

"_Sorry…"_

"_Apology accepted."_

_The building itself despite being a government building wasn't anything too impressive due to its odd grey color and only have two floors, but it held its purpose of being the meeting place, for all sorts of officials._

_The duo slowly sneaked to a nearby window where they spotted a few officials talking to each other._

"_So…do you have the gold you promised?" asked the skinny official._

"_Yes do you? We did what you asked. Those ratcian's won't know what'll them till it's too late!" added the greedy looking one._

"_All in due time my friends…once the 'ratcians' become infected with the new plague I developed. We shall flood the sewers forcing them to the surface and infecting the rest of the populace of this dumb town. Once that happens then you shall receive your rewards for assisting me in my goals" said the odd looking official._

"_Damn it Lucius! You said after we done all your dirty work you'll give us riches beyond our wildest dreams!" complained the skinny official._

_In response the odd looking official now known as Lucius in a blink of an eye grabbed the official's tongue and took out a small knife._

"_Still thy tongue Mort, lest you lose it." Lucius said menacingly as he waved his knife in front Mort._

"_Nffff!Dfffft!" was all the man could say as he attempted to plead with Lucius._

"_So…I guess we have an understanding now?"_

_The man nodded not wishing to anger Lucuius further._

"_Good boy…" Lucius then let go off the man's tongue and in turn hurryingly crawled away behind his cohort. "Now you two…leave me. I wish to have some time to myself…"_

_The officials left the room leaving Lucius by himself. The man gave out a deep frustrated sigh as he sat in a nearby chair._

"_Ah mortals…even in the greenest of grass there's always a weed for me to exploit. I do love it when a plan comes together. This will be another step towards my ultimate goal…heh heh heh."_

_Lucius then began to glow in a sinister green light. Jocelyn and Desmond could only look on with shock and awe as the man's body change and morph into a more serpent like form. Once body reached this state the light began to fade. Slowly the body of Lucius was replaced with a serpent. _

_Desmond quickly placed his right hand over his mother's mouth already feeling that she was going to scream._

"_Ah…this is more like it. Although, taking the appearance of a human mortal has it uses, I find the form to be a little bit distasteful. However, now's not the time to show my true face to the world…well not yet anyway Ha Ha Ha."_

_Desmond decided they seen enough. He took his mother hand and quickly took her out of the area all the while doing it quietly as possible. Once they got out they headed straight into the sewers in order to warn Joseph and his people._

…

"_What! He transformed into a serpent?!" yelled Joseph doing his best to absorb the new information._

"_I don't believe it either, but it's true! The man's a snake! I saw it with my own eyes!"_

"_A snake within a group of officials…that can't be good…"_

"_Worse still he had two other seedy looking men with him, and they said they did something that'll put you and your people in danger."_

"_Shit! I got to warn the elder! Do you know what they did?"_

"_No they didn't say what they did in detail, but just the sound of it means bad news."_

"_Dammit! We can't warn the others if we don't have any evidence to back up our claims. They'll think we're lying."_

"_That's not good…well…time for Plan B."Jocelyn felt a tap on her right shoulder. She looked to her right and to Joseph's undying frustration spoke with her son who he still cannot see. "What's Plan B Desmond? That's easy; we look for the problem ourselves."_

_Joseph sighed "Why do you have to be so reckless?"_

"_Hey! If it's the only option we have left then we should follow through with it!"_

"_That is the most flawed logic I ever heard, but you're right I don't see any other way out of this. Okay count me in as well. I know the sewers like the back of my hand, if they did something to the sewers I know a few spots we can check for sabotage."_

"_Great! Now let's go!"_

_Few minutes later…_

"_Hey guys! I think I found something!" yelled Jocelyn. She pointed to a strange object that looked like it was made from clay. "But what is it?"_

"_I've never seen anything like it. It looks like some sort of modeling clay, but why would they stick it on a pipe?" Joseph question as he examined the strange object. "This must be how those officials plan on carrying out their plan."_

"_But how? It's just clay…right?"_

_Jocelyn also examined the clay closely and noticed strange wires sticking out of the clay._

"_You see it too don't you?" Joseph asked._

"_What the heck is it?"_

"_If I knew I would have answer ready for you, but I don't."_

"_Desmond, do you know what it is?"_

_Desmond unseen to Joseph took a small glance at the object before looking back at his mother and shaking his head negatively._

"_Not even Desmond knows what it is…" she said with a disappointed tone._

"_That's not surprising considering that you created him. He doesn't know more than you do."_

"_Is that how it works? Never mind…all we know is that this thing is bad news."_

"_Agreed…" Joseph then grabbed the clay object before stuffing it into a bag. "Who knows how many they put down here. We have to act fast who knows when they decide to activate whatever this stuff is."_

_With this said the trio took off. They searched all around the sewer taking every odd clay object they find while checking some sensitive spots in the smelly underground. Eventually, the bag became so heavy Desmond had to carry the bag during the rest of the search much to Joseph's discomfort. They later reached the last sensitive area Joseph mentioned which is the water regulator. The machine kept the sewage water at a reasonable level and kept it away from the Nomats settlement. Not surprisingly they found a few more clay objects placed all over the regulator._

"_Just as I thought there's more over here. C'mon just like the others rinse and repeat."_

_Joseph then started to peel off the clay objects like he and Jocelyn done before, but right before he took the last one; a multitude of beeping noises was heard simultaneously._

"_That doesn't sound good…" Jocelyn said as the beeping grew faster._

_Joseph quickly looked back at the clay object in his and saw it was counting down in bright green colored numbers. As of now the number has already reached the strange count of zero dot forty and counting._

"_What?! A timer! These are bombs!"_

"_Yeah we kinda figured that out…when they started beeping, but more importantly we have a bag full of these things right next to us!"_

_Desmond eyes widen when he heard of this revelation. He has to act and fast. Quickly snatching the bombs from Joseph and stuffed them into the bag._

"_Desmond! What are you doing?!" Jocelyn yelled with concern._

"_Mother…thank you for everything." Was all Desmond said before he took off running determined to get rid of the bombs._

"_Desmond!"_

…

_Life in the city above remained blissfully unaware of the events taking place below. That is until a manhole suddenly flew out of it spot in the ground alerting nearby passerby's. To everyone's shock and surprise a large bag came out of the manhole being carried by an invisible force._

"_Ah! What is that!"_

"_An invisible man?"_

"_Invisible man?"_

_*Screams*_

"_Ow! Was that even necessary?"_

"_Sorry…"_

_Desmond ignoring the chatter and odd looks from onlookers took off down a street in the direction of the forest. He ran as fast as he can hoping to get the bombs out of range from the city he called home, and into cave or something that can reduce the possible damage. His mind went to his mother. He owns her everything for his existence and purpose in the world. He just wishes that there was a better way to deal with these bombs without resorting to this rash decision. Desmond checked the bag only to see 15 seconds left on the bombs. "Oh boy…" he said as he picked up the pace._

…

_He eventually reached the forest, but as he looked at the timer for the bombs; he only had 5 seconds left._

"_Damn it! I don't have enough time to reach the cave. C'mon Desmond think fast!"_

_With no time left Desmond instinctively throw the bag onto the ground and pointed his hand at the bag._

…

_Meanwhile back in the city. Jocelyn and Joseph eventually got out of the sewers only to see the resulting explosion from the bombs._

"_DESMOND!"_

…

"_Hmm…the bombs shouldn't be exploding over there…looks like we have some interlopers…"_

…

_Jocelyn and Joseph headed toward the direction of the explosion. When they got closer to the source of the explosion Jocelyn realized the bombs exploded in the forest where she and Desmond commonly play at when they have time._

"_Joseph over here!" she shouted as they got closer to the smoke tower._

_When they reached the source of the smoke the two could only stare dumbfounded at what they saw. Desmond covered in ash was sitting in front of a campfire that was placed inside of a crater. Noticing his mother and her friend's presence he looked at them and smiled._

_Jocelyn felt her eyes blur as she ran up to Desmond and hugged him tightly._

"_Sorry for making you worry mother…" he said as tears threatened to fall from his eyes._

"_Just don't do anything stupid like that again, and if you are make sure I'm with you. What kind of mother am I, if I let my own son go off and do dangerous things on his lonesome?"_

"_C'mon I said I was sorry mother…"_

"_Just shut up…"_

_While the two were hugging each other, Joseph was staring wide eye at the slightly visible Desmond. Whose invisible form was outlined by the ash covering his body._

_/_

Location: Special Guest Room (Twilight's guest room)

Time: 7:30 A.M

Twilight gave a slow yawn as she got up from bed. Today was her second day in the Nightmare realm and so far it wasn't bad. I mean she still hold the fact that she was fillynapped against Fredrick, but after hearing his story she decided to give him a chance.

"I've been told breakfast is ready at 8:30, so I better get ready" she said shaking off her sleepy state. She opens some of her drawers and looked through them to see what she should wear today. As she was searching she found some clothes that looked familiar, "What the? These are same clothes I came with when I first entered the mirror. How did they know what they looked liked?" Twilight continued to ponder this until she placed the set of clothes on her bed. "Fredrick has some explaining to do during their first magic training session."

Twilight smiled to herself. To her this was exciting, for she was going to learn new spells from a professional spellcaster. Granted she learn plenty from Princess Celestia herself, but she's curious what she can learn from Fredrick. Her thoughts went back to their first encounter with each other. To say she lost was an understatement, he completely decimated her with advance spells she knew and some she never knew. Twilight wondered what would be her first lesson, she remembered Fredrick mentioning that they will go over offensive spells granted after he back in full swing considering he just woke up from an 'episode'. Twilight shuddered at the memory that he nearly tried to gouge her eyes out, but was glad that his mentor Boog was there at the right time.

Heading towards the bathroom, Twilight got the shower ready and when it hit the right temperature she headed back to her room to take off her clothes…

….Bzzrt….

"Sorry folks you know the drill the lady needs her privacy!" Panic said with a smile.

"Why did you dr…ag me into this a…gain?"

"Simple my shorter brother; you're the muscle. Besides everybody here likes an unresponsive emotionless character; it makes them laugh like hell."

"W…eren't…you un…conscious ear…lier?"

"I got better…"

"So wh…at is the po…int of th…is in…ter…uption?"

"Well actually let's give our thoughts on future challenges that we are going to make these ponies go through." Panic then pulls out a pile of papers from the desk in front of him. "Hmm…let's see aha! A maze! How original especially on a day like this. Oh boy…this will mean trouble for them."

"W…hy?"

"Don't you remember dude? I mean this abode of ours is totally audacious." Panic responded in a mock stereotypical surfer accent.

"Oh ri…ght."

"Anyway according to this paper their prize for completing this challenge is…*whisper* *whisper* *whisper*."

"W…hy are y…ou whis…per…ing?"

"So our readers can't spoil anything for our dear ponies."

"Th…ey ca…n't ev…en in…ter…act with the…m."

"I know that! But, it doesn't mean unwanted ears are listening in!" Panic then took a quick glance around the room he's in before returning to his desk. "Anyway…are you rooting for any of our ponies?"

"I li…ke the pi…nk bou…ncy one. She re…minds me of cott…en can…dy."

"You mean Pinkie Pie?"

"Yes…"

"Interesting personally I rooting for Applejack that girl really knows how to handle herself in pinch. Yee…haw!"

"Does…n't she ha…te your g…uts?"

"True but I just love messing with her. I mean she's the complete opposite of me. She can't even to tell a lie to save her life."

"You ca…n't eve…n tell the tru…th with…out em…brass…ing you…r…self."

"Touché…anyway there are the ponies we're rooting for folks, but how will they do in the challenges to come is something you need to keep reading about. However, I can guess some of you know how this is going to plan out. All I have to say to that is just roll with it."

Suddenly the door in the room bust open revealing Pinkie Pie in her pajamas which are covered in a balloon pattern.

"Hiiieee! I'm I late?" she asked.

Panic in a quick blur hid the papers back inside the desk. "A little bit…the shows almost over."

"Really? Darn…I was hoping to spend more time with you guys…"

"Hey chin up kid we'll be seeing each other when the challenges come around which last time I check…is after breakfast, so…I suggest you and your roommates get ready."

"Aw…can I at least say hi to the readers?"

"Uh…yeah?"

With a smile on her face Pinkie shouted, "Hi! I hope you have fantastic day!"

"Well that's all the time we have for today folks. We'll see you next time on the next privacy corner. Oh but before I forget, Pinkie…"

"Yesss?"

"Fear is rooting for you on these challenges."

"He is? Aw…thank you."

Fear felt his adrenaline shoot up partially from Panic revealing that he was rooting for Pinkie Pie, but also from the smile Pinkie gave him.

"Bye!" Pinkie said as she left the room leaving Fear alone with Panic.

"Heh I think you scored a few brownie points with her. What do you think?"

Fear said nothing as he walked toward Panic with fire burning in his eyes.

"Heh heh…huh? Ah well crap…"

…Bzzrt…

Twilight looked at herself in the mirror. The familiar feeling of these clothes brought memories from her adventure in the human world, but only difference being that she wasn't fully human.

"I never thought I'll see myself in these again, but I wonder how he got these. I'll make sure to ask him on our first lesson together." She said to herself as she checked the time. "Hmm…7:36 A.M. It's still a bit early; I guess I can read a little bit more about the gods of this world until breakfast time roll around."

/

Location: Dining Room

Time: 8:30 A.M

"Is everything all set?" Paranoia asked a nearby bat-like nightmare. The nightmare immediately straightens up with fright and look at Paranoia with fear in his eyes.

"Yes all the preparations are done sir! Should we get the guests?"

"Please do this is for them after all."

With a hasty bow the nightmare gathered few other nightmares and ran off into the darkness of the halls.

"I'm I really that intimidating? I normally see this reaction we they talk to Fear."

In response to his name, Fear pokes his head out of nearby window in the kitchen he was cooking in "I know right?"

_**(Fear is the head cook in the mansion. Due to his endless apatite he learned quickly which food tasted good and decided to experiment. After many trial and errors he eventually became a master chef and took the position of head cook. A perfectionist on the cooking field he will always taste the meal he cooked just to see it make his standards and usually they do. According to him this is favorite job, his second favorite is torturing the prisoners in the dungeon. Currently his adrenaline is going at a normal pace, thus he's talking normally.)**_

"Brother, do have any leftover pancake mix?"

"Plenty, why do you ask?"

"I have a feeling we might be needing it…"

"Whatever man…I'm still getting over the fact I just cooked pancakes made for a bunch of horses."

"Well their diet is different from a regular omnivore and we need to respect that. Also they're ponies not horses there's a difference."

"Meh…that means more meat for me." Fear then return his head into the kitchen and as he does it the boys and the girls appeared from separate hallways across from the dining room table.

"This is the Dining room?"

"Wow fancy"

"I thought we were having breakfast?"

"Well this is certainly different…"

"Hey look it's the others!"

The two groups waved to each other before being told by the nightmares that led them here to take their seats. Applejack and the rest of Twilight's friends including her brother looked around for Princess Luna and Twilight herself.

"Where's Twilight isn't she going to be here? And what about Princess Luna?" asked Rainbow Dash as she edgy as she saw Paranoia standing near the kitchen.

"Don't worry about her. Our lord is getting her as we speak. As for your princess of the night…" Paranoia snapped his fingers as he trailed off opening a portal in the process and slowly out came Panic who was leading a bandage Luna to the table. Paranoia noticed that Panic was wearing a new half mask. "Panic what happened to your mask? Last time I checked you never change your mask."

"Err…my other mask broke…" he said as he tipped his hat downward.

Paranoia sighed he already had an idea what happened so he decided not to press the minor issue further. "Just lead the Princess to her seat…"

Doing as he is told Panic lead the Princess to an empty seat next to Pinkie Pie much to cotton candy looking pony excitement.

"Luna! We're so glad your okay!" Pinkie said as she bounced up and down in her seat.

"Good to see your still with us and still a pony." Applejack added.

"Quite right…Paranoia told me of your transformation, but still I am finding hard to believe such concoctions can cause such changes in your bodies."

"Well it takes some getting used to, but other than that there isn't anything bad about them." Rainbow said as she gave a small glare at Panic.

They were going to continue their conversation, but then Paranoia tapped on the table loudly to get everyone's attention. "Attention everybody our Lord and the main guest of honor has arrived please direct your attention to the south hall" he then pointed to the wall south of the table. Everyone was confused at first until the wall opened up and two figures stepped into the room. One they weren't familiar with, but the other was their friend Twilight Sparkle whose face lightened up when she saw her friends.

"Rainbow Dash, Pinkie Pie, Rarity, Applejack, Fluttershy, Princess Luna, Shining?!" She exclaimed.

"Uh hey what about us?" Grey said as he pointed to himself and Nurse Redheart.

"Oh sorry…" Twilight said as she rubbed her head in embarrassment as she went off to talk to her friends. She spent a few minutes talking to her friends and hugging her brother before Fredrick called her back and brought her to her seat which was next to his. Before he seated himself he removed his coat, and hat, and looked at everyone who was seated. "Greetings colt and mares, lady and gentlemen. I'm glad to meet you all in one room. I am Lord Nightmare, the ruler of this realm and from what I can guess all of you are intruders that invaded my estate one way or another. But, all of that is in the past, from now on all of you are guests and to celebrate this breakfast is now served!" Right after he said this Fear busted into the room wearing a chef's hat and a apron that reads 'FEAR the COOK' while carrying trays that carried an assortment of breakfast items such as hay pancakes with berries and hash browns on the side, to the classic eggs and bacon, and the unconventional platter for the baby dragon himself nothing but gems.

"WHOS HUNGRY!" He yelled on the top of his lungs causing everyone to cover their ears from the sheer volume. As everybody recovered from the ear shattering yell they were greeted with a small army of Panic's dressed in both maid and butler outfits who took the platters from Fear and placed them to the person they were meant for. This continued for a few moments much to everyone's surprise and before they knew it empty cups were placed in front of them along with a jug of milk and orange juice for their convenience.

"Bon appétit, No? Said the real Panic as he clapped his hands together; causing the Panic clones to disappear.

Everyone present took a moment to understand what just happened, except for Pinkie Pie and Fredrick whom the former after pouring syrup started to eat her pancakes. Later, everyone else follow suit as well. Breakfast went smoothly much to The Nightmare Brothers relief though they can't help but feel that a few of their guests where giving them the evil eye.

Fredrick wasn't excluded from this as at times when he tried to converse with Twilight he always felt someone was shooting daggers at him from across the table. Though he didn't really care, it's not like they could have attacked him right here and now they were too smart for that.

*Gurgle*

A noise rang out from his position or more specifically from inside of him; he was hungry. Fredrick could only sigh at this as he snapped his fingers signaling Paranoia to get him a glass of blended nightmares. As Paranoia went away to get the cup ready, he felt a pair of eyes look at him with concern. He looked to his right where Twilight was sitting and spoke to her, "I appreciate your concern my dear, but I too must eat."

"But, didn't you say that blended nightmares were also helping fuel your 'problem'?"

"Yes, but I have no choice. I must be at my full strength in order to keep my position in this realm."

"Well please be careful…the last thing I want is to see you in another bed unconscious again."

"Well if there was one silver lining, I would say at least the drink tastes good." After he finished his sentence his drink was placed in front of him. Not thinking twice he took the cup and let the essence drift off from the cup to underneath the brims of his mask much to the surprise and shock to those seated near him.

Meanwhile with Shining, he no less wanted to take the man down for foalnapping his sister, but seeing his young sister interact with the man responsible casually is disillusioning to him. This caused his brain to work in overdrive, thinking of all possible reasons why this would be happening. _"Hypnotism, bargaining? It doesn't make any sense! Why would she be talking to her foalnapper? Grr…if he did something to my sister I swear once I find an opening to take him down I'm going to beat the answers out of him!"_

/

Time: 9:26 A.M

Breakfast is over and it was safe to say everyone was satisfied. Though, all the extra batter Fear has left over is gone thanks to a certain pink pony. With all the food gone everyone simply talked to each other until Fredrick stood up from his chair. With every one's attention now on him Fredrick placed his hat back on his head and put his coat back on before speaking, "Thank you all for coming for breakfast I really appreciate it. But now I must ask all of you to meet me at the lobby." He then turns to Twilight, "As for you my dear wait for me in the training room. Paranoia will take you there. I will join you shortly after I'm done talking to your friends."

Twilight gave him a reluctant look before nodding in agreement much to the protests of her friends.

"Good…and don't worry you'll see more of your friends during their stay here just remember our agreement right?"

"Right." She said with a resolute voice. She really wanted to spend more time with her friends, but right now in her current situation she can't make any room for error. She hopes her friends would understand her decision when they learn the truth themselves.

Paranoia created a shadowy portal behind them and without another word he and Twilight stepped into the portal and disappeared. Once they left, a bolt of magic was shot straight at Fredrick, but he quickly took off his hat and pointed it at the magic bolt. The bolt went into the hat and disappeared never to be seen again.

"I appreciated that you didn't try to do this during breakfast Shining Armor…" Fredrick said coldly.

"Grr…."

"I can feel everyone's animosity towards me and I can understand that…but first, follow me into the lobby. We have things to discuss."

/

Location: Nightmare's Mansion (Lobby)

Time: 8:50 A.M

After reluctantly following Lord Nightmare into the Lobby, the group stopped at the foot of the stairs as Panic and Fear blocked their path. Fredrick took a few steps up the stairs before stopping and facing the group.

"Well here we are. Now… if you have anything to say, say it now."

"What did you do to my sister!" yelled Shining.

"Wasting no time with that question huh? Well then to be honest I did nothing…we simply came to an agreement…"

"An agreement?! You foalnapped her!"

"Blah…blah…blah yes I did, but that's in the past. Although, initial I wanted to keep her at arm's length, but…a certain unforeseen complication came up. "

Everybody in the group raised a brow when they heard this, but only one voiced their confusion, "Complication?" asked Luna.

"It's none of your concern at least if everything goes according to plan it won't be. But if doesn't then it will be." For a moment Fredrick's eye briefly flashed violent and blue which caught Luna's attention. She felt something during that brief moment; something familiar.

"Now I would like to make a deal with all of you." This caught the group's attention. They had a feeling he might want to bargain with them, but whatever it is they won't accept any bribe this man has to offer. "I will give you three challenges no more…no less. If you beat two out of three of them, I will give Twilight back to you and turn myself in for my crimes. But, if you fail…you will leave my estate and return to your homes never to speak of the events that happened here to NO ONE."

The group was surprised at the terms. But, the choice is obvious, "We accept your challenge!" yelled Rainbow Dash as she raised her fist into the air.

"Rainbow Dash that was a reckless answer, but ah be lying if I said you didn't speak our minds." Applejack said as she adjusted her hat.

"Yeah!" added Pinkie.

"We were sent here to investigate originally, but now our new objective is to stop you!" Lucain exclaimed as he pointed his finger at Fredrick.

Fredrick closed his eyes for a moment before responding, "Good…that's what I wanted to hear…" He then pointed his cane at Princess Luna and shot a red magic blast at her much to everyone's surprise and shock. But, instead of hurting her it surrounded her body and trapped her in a bubble.

The rest of the group attempted to react to this only to hear Panic yell, "Thanks for dropping by!" He then press a hidden button on railing opening a trap door below the group causing them to fall into the dark unknown with their cries of surprise and anger slowly fading away. When the door closed Panic started to laugh maniacally with Fear join along as well.

"What did you do to them!" Luna yelled as she tried her best to get out of the bubble.

"It is simple your majesty…the first challenge starts now and you're going to play as well…just not as a contestant…for now…" Fredrick said as he smiled under his mask.


	22. Chapter 22

Chapter 22: A-Mazing Training

Author's notes:

So here's another chapter for all of you and just in time too. I have classes next week so I won't be able to work on this as much as I want to. On the upside the story is now moving along. Also if you read the title I know bad use of words, but hey I tried to be funny and creative with the title so yeah…Other than that not much else to say, but man…so much pony names and information to remember, so little time…

**Nightmare Brothers Fun Fact:**_** Having the title of deceiver actually affected Panic's love life. He can't see to hold onto a girlfriend without them assuming he is lying to them, but in truth Panic is quite loyal in a relationship, but his reputation make them think otherwise.**_

/

Location: Training Room

Time: 9:00

Twilight was waiting patiently for Fredrick's return, but she was also worried what could he be talking about to her friends.

Paranoia, reading her thoughts spoke to her, "Lady Twilight, there's no need to fret over your friends. I assure you Lord Fredrick doesn't plan on hurting them despite current relations." He said with his usual emotionless tone.

"I know. But, to see them all there and not be there for them just bugs me…"

A portal then opened up in the middle of the room causing Twilight and Paranoia to take a few steps back for the two nightmares Fredrick and Boog as they stepped out of it.

"Paranoia, you are dismissed" Fredrick said with a small nod. Paranoia returned the nod before melting into the shadows and disappearing from sight. "Okay Twilight, are you ready for your first lesson?"

"I am"

"Good, now with Boog here watching let us go over your current abilities…" Fredrick then took off his hat then pulled out a piece of paper. "Judging from our first bout, I can recorded that you are capable of using magic missiles, arcane beams, short range teleportation, magic bubble shield, magic focus telekinesis, flight, limited physical combat knowledge, and lastly impressive amount of natural Mana."

"Mana?"

"Oh? You don't know what Mana is? Color me surprised, well to put it shortly; it's the magical force that allows beings who can tap into it to cast spells. Each and every living being has a connection to Mana, some greater than others. In my world there is god who has great control over magic and is the protector of the Mana stream…"

"Oh you mean Arcaneius?"

Fredrick paused for a moment before smiling underneath his mask, "That's right…look likes someone be doing their homework. Anyway the Mana stream is the source of all magic in our world, and to our current knowledge the Mana stream has existed since the creation of life in the waking world. Every magical being including myself, gained a set amount of Mana when we are born and if said beings train themselves they can hold more Mana and become more in tune with the magical forces. The stream itself is rumored to be limitless, but Arcaneius hasn't figured out if there is anything or anyone that can become one with the stream."

"Why would Arcaneius want to know that?"  
>"Because so far, one unfortunate soul fell into it and exploded."<p>

Twlight's eyes widen, "Someone died!?"

"No I said exploded, the poor sap is alive, but it's taking a while to put him back together again. That's one billion particles to glue back together don't you know? Anyway that's enough magic history; let's actually get to the lesson shall we?" Fredrick then extends his right arm only for it to burst into bright crimson flames. "Lesson one elemental magic. As you probably already know, there are various elements that make up the world and these elements are; fire like what I'm showing you right now and…" During the small pause the fire that covered Fredrick's arm dissipated and was replaced with an arm covered in rocks.

"Earth…"

The rocks then fell off, only to be covered in different elements as he goes along.

"Water…"

"Air…"

"Lightning…"

"Light…"

"Darkness…"

"Life…"

"Arcane…"

"Soul…"

"And so much more…"

Fredrick then turns his arm back to normal, "But to save time, we are going to focus on the elements you are more in tune with; Arcane and Fire."

Twilight raised a surprised brow when she heard fire is one of the elements she is in tune with, "I understand Arcane, but how am I in tune with fire?"

"Okay I may have exaggerated your tune with fire, but during my observations of you and your adventures with your friends, there was one instance you unleashed the power of fire."

"Wait I remember! It was when I learned to accept Pinkie Pie's Pinkie sense as it is. Did I really just use fire magic there?"

"My best guess; unintentionally, but if you didn't notice at the time your mane was singe after the experience."

"That would make sense, but how did I use it?"

"Well fire related spells can be unintentionally cast if the pyromancer in question is frustrated or angered. And, on a side note the spell you used is called immolation, normally using the immolation spell doesn't really hurt the user too badly especially, if they are new to Pyromancy, but if mastered the fire will not harm the caster at all."

"Well I was feeling angry and frustrated when I learned that the doozy that Pinkie told me about wasn't the hydra, but to think the doozy was me accepting the Pinkie sense as it is. Wait, I remembered reading in a book somewhere that some elements are affected by emotions."

"Bingo, Fire is fueled by raw emotions, not just anger necessarily. This makes pyromancy easy to use for starting spell casters, but it also one of the hardest to control in later levels."

"So, I just need to focus my strongest emotion while channeling my magic in order to cast a spell?"

"Sort of, let's start with a simple spell; fireball. Now stick out your palm and close your eyes, I need you to focus some of your magic to your hand and imagine a ball in your hand."

Twilight did as Fredrick instructed and close her eyes while sticking out her palm, "Okay…I'm imagining a ball."

"Now imagine the ball getting warmer."

"It's getting warmer…" she said as she felt her hand getting hotter.

"Now watch it as it ignites, but don't panic when it does. Remember, control."

Twilight in her mind's eye saw the ball she imagine burst into a ball of fire, but heeding Fredrick's words she remain calm.

"Good…now open your eyes."

Doing as she was told, she slowly opened her eyes only to see an orb of flame floating in the palm of her hand. "Whoa, I'm actually holding fire in the palm of my hand!"

"And how does it feel?"

"It's amazing…it's been a while since I started studying new magic."

"I mean the ball of fire in your hand."

"Oh, it feels warm…strange since it should be burning my hand a bit."

"That's because I had you take it slow. Spellcasters learning pyromancy shouldn't rush the spell until it comes to them naturally."

"So… now what?"

"Just give it a toss." Fredrick then pointed to a wooden target with a bulls-eye painted on it.

Seeing the target, Twilight judge her aim carefully before throwing the fire straight at the target causing it burst into flames. "I did it!"

"Congratulations, you use a fireball spell without uttering its name."

"Why would I say the spells name? I have been using my magic without saying the name of the spell."

"Explanation time, you see learning to cast a spell without saying its name is rather hard to most casters who have not mastered the art of magic, unlike your unicorn race where magic naturally flows through your bodies and is simple as breathing. In turn saying the name is more of a shortcut, but this of course alerts your enemies to your next move, and you will be vulnerable to being silenced."

"Silenced? What's that?"

Fredrick stroke the chin of his mask as he explained, "Silenced, is an ailment that renders the victim unable to speak, thus this is dangerous to spellcasters who have not learn to cast their spells without speaking, because, they would be unable to use their magic to defend themselves."

"Huh, I didn't know something that comes naturally to me can actually be an advantage, but how did you managed to cut off my mana flow?"

"It is simple, I disabled your conduit. Using magic requires a conduit, which is something you use to give spells direction. Like your horn for example, your entire race has always used your horns as a conduit when casting spells, but as of now you were using your hand as a conduit giving the mana form and direction while your horn only helped channel said mana."

"I see…there's still a lot I need to learn about magic then. That means more reading needs to be done."

"I can take care of that for you later, but first another fireball. I need you cast it faster alright?"

Twilight nodded her head in agreement and focuses her mana into her hand again, but faster. She thought about a ball of fire again and almost instantly another fireball was created in the palm of hand. She cringed slightly since the fire was actually getting hotter, but she ignored the slight pain and threw the fireball at another target.

"Again"

Twilight repeated the process faster, but the fireball created actually started to burn her hand. She held back a tear as she tossed the fireball again.

"Again"

Twilight mentally cringed, but created another fireball regardless. However, unlike the previous fireball this one wasn't burning her hand, but it was still hot. She tossed the fireball again with more force and to her surprise the fireball traveled faster and created a bigger explosion.

"I see your getting used to it." Fredrick commented as he slowly smiled under his mask.

"I am. I felt the fire grow hotter in my hand as I try to cast it faster, but after the one that started to burn my hand the temperature dropped."

"See? You're starting to become more in tune with the fire element and in turn it eventually won't burn you. Normally, for most spellcasters that are learning, it would take them at least a few weeks for the burning to stop, but since you are more experienced in the ways of magic the burning wore off faster."

"I see…"

"Now let's move on to easy support fire spell; Gentle Warmth."

"Gentle Warmth?"

"It has the same process as making a fireball, but instead of letting the ball burst into flames, you stop when the ball grows warm. Give it a try."

"Alright here I go…" Twilight repeated the process of making a fireball, but listening to Fredrick's words she stopped when the ball grew warm. Instead of making a ball of fire, she created a small orb of faint light and as the name implies gentle warmth. "Wow…it's beautiful."

"It is isn't it?" Fredrick said as he walked in front of Twilight. "It's one of the few spells that capture the beauty of fire. On a side note…how are your hands?"

Twilight was confused when Fredrick asked this question, but quickly looked at her hands. To her surprise the slight burn she had was healed. "Wha? Just was what does this spell do exactly?"

"Gentle Warmth, like I said before is a support pyromancy spell. The orb you created is used help make light in darkness, provide warmth for cold days, and most importantly; heal and sooth your wounds or injuries."

"Amazing…"

"And we are just getting started. Now that you are now acquainted with fire again let's move on to the spell; immolation."

"Oh yeah…the spell I accidently casted." Twilight said as she blushed slightly.

"Since you are now more in tune with the element, the fire that covers your body will not harm you or your clothes, rather instead you just feel really warm."

The word clothes helped Twilight remember the questions she wanted to ask Fredrick, "Speaking of clothes…how did you get the clothes I wore when I entered the human world?"

Fredrick paused for a moment before answering, "Yeah…I had my tailor recreate the clothes, but of course I had to take a few photos so he'll know what they look like."

"Wait you took photos! If I didn't know you're a nice guy I would have found this creepy…"

"Ah…yes well this is kind of awkward, but I'll have you know those are sole purpose I took those photos. I just thought you'll be comfortable in clothes you're familiar with."

"Well…I appreciate the thought, but one thing still bothers me."

"And that will be?"

"How did your tailor get the measurements?"

"Actually… Paranoia is the one that got your measurements. Because you know…he's the one that transformed you."

"…" Twilight gave him a glare.

Frederick for once was glad that the mask was obscuring his face, if his brothers actually saw that this mare was making him, the Lord of the Nightmare realm, feel awkward he will never hear the end of it. "Err…back to the lessons shall we?" He replied doing his best to hide his nervousness.

"Right…" Twilight said as she got ready.

"Explanation time, Immolation is a buff spell; this spell will cover the casters' body in flame making you untouchable to those near you. Uses, source of heat, can light things on fire, immunity to fire hazards, and lastly anti-rape."

Twilight raised a brow at the explanation of uses, especially the last use for the spell.

"Word of warning, the immolation can leave the user with light or heavy burns depending on experience and how long it was used, but you already knew that. Also this spell does not work in water and having water splashed onto you can cancel the spell. When mastered the spell will not harm the caster and the fire will remain strong even with contact from water."

"So how do I bring out the spell?" Twilight asked.

"Well…just imagine you're on fire. That's pretty much it, if you want to use it without speaking."

"Okay then…" Twilight doing as she was told, closed her eyes and imagined herself being set on fire while channeling mana. At first nothing happened, but then Twilight felt her body grow warmer before suddenly going hot. She opened her eyes and saw that her fur turned a yellow color as flames danced around her body. She looked at her body in utter amazement and noticed that the heat that she felt fell to a simple warm state.

"Need a mirror?" Fredrick brought a mirror so she can look at herself. She saw with her currently red eyes that her mane, her tail and the tips of her wings are now roaring flames.

"Amazing…"

"Honestly, I'm awestruck my dear, but I guess beauty is indeed in the 'eye' of the beholder. You wear the flames well; however, I could just say that about everything you wear whether it is the clothes on your back or your own natural grace."

The flames surrounding Twilight grew brighter in response to Fredrick's complement, but she kept her composure as she responded, "I appreciate the flattery, but if you think that smooth talking is going make me trust you faster, you have another thing coming."

"Well you can't blame a guy for trying, but at least you appreciate it and that's all I can ask for."

Twilight then canceled the spell, thus reverting back to her normal state. She then checked her body to see if parts of her body or clothes are singed. She gave a sigh of relief when she found that nothing was burnt, "So what's next?"

"Well…considering now that you and fire are on good terms. I say we can move to more advance spells and techniques. Are you ready?"

"When it comes to learning, I'm always ready."

/

Location: Unknown room

Time: 9:00 A.M (Parallel Events eh?)

The sounds of screaming still echoed down the shaft as the group, who previously has been dropped down a trap door by Lord Nightmare and his cronies. The room they were stuck in isn't very well lit and it was only through trial and bumping into a few walls that helped them realized that they are in a room in the first place.

"Grah! Just were the hay are we?!" Rainbow Dash yelled in frustration.

"Well…if I had to guess, this is the starting point to our first challenge." Hopper answered as he continued to look around.

"Then where's the challenge?" Rarity asked.

"Maybe it's a waiting challenge?" Kiki said confusedly as she was simply throwing ideas.

"I'm more worried about Princess Luna." Applejack said as she adjusted her hat. "Those nightmare varmints trapped her in a bubble before dropping us into this here room."

"I agree, but what about Twilight; my sister? She was with us in the dining room talking to us and catching up even though she wasn't captured for very long." Shining pointed out. "It was nice talking to her again and seeing that she's okay, but it was strange…whenever I asked her if she had any plans on getting out of Lord Nightmare's mansion, she told that she can't and it's because there's something she needs to do here. After that she wouldn't talk more on the subject."

"Why is Twilight being secretive about it? We're her friends' right?" Rainbow said with a quizzical look on her face.

"Maybe this Lord Nightmare guy has some serious problems going on and maybe…just maybe he needed Twilight's help to fix it." Pinkie said as she was tapping her chin.

"Pinkie, if there was one problem with your theory it would be the fact that Lord Nightmare foalnapped her." Grey said plainly.

"Maybe he doesn't go out much?"

"Well from my observation, it looks like your friend is following Lord Nightmare of her own free will, so Pinkie may not be so off the mark." Lucain added.

"But, what would Lord Nightmare have to offer to get the Princess of Friendship to follow him?" RedHeart asked.

"Is it us? Are we the reason?" Fluttershy said as she stood closer to her friend Rainbow Dash.

"Hmm…good hypothesis, but no dice, the deal must have been made before we arrived." Hopper explained. "If we were part of the deal then, we are simply the cherry on top."

"Then what could it be?" Spike asked as he leaned against the wall.

"Why don't you ask her when you meet again?" said an annoyingly familiar voice causing everyone to look around the room in order to find the source of the voice. Then suddenly one of the walls opened up to reveal a monitor, and on the monitor is The Nightmare Brothers. "Hello buddies…" Panic said with a smile.

This of course agitated the group, but they could do nothing about it, since he is only an image on the screen. "Grr…what do you want!?" Rainbow said angrily.

"Oh and I suppose you don't need an explanation on what you will be doing for the first challenge do you?"

"Grah!"

"Panic, please stop stressing the challengers. They're going to need a clear mind if they wish to beat this challenge." Paranoia said as he pushed the annoying brother back into his seat.

"Just what is the challenge anyway?" Grey asked.

"I'm glad you asked. Your challenge for today is this…" Paranoia then pressed a button causing one of the walls in the room Twilight's friends are in to open up; revealing two blue halls that led different directions.

"Uh…two hallways?"

"To the untrained eye yes…but your challenge is to travel from this starting point and reach the center of this MAZE."

"Maze?!" everyone said in unison.

"Yes maze. In the center of this maze is your beloved Princess Luna, but of course it wouldn't be a challenge unless there was obstacles. However, in this case there is only one…"

"And it's ME!" Panic yelled gleefully.

"Panic's illusions are guaranteed to make the maze harder than it was originally. Also just to clarify only one of you needs to reach the center of the maze, but once of you reach the center everybody else will be locked out until the one that makes it in defeats the guardian."

"Guardian?" Spiked said confusedly.

*Sigh* "I explained enough just pick a hallway, so we can start this challenge."

The group looked at each other wondering how they are going to split themselves up.

"Applejack, Rairty, Rainbow Dash, Spike, and Grey you're with me. We're going to take the left path." Shining said as the ponies and dragon nodded and went to his side.

"I guess that leaves me with my two friends Kiki, and Hopper, so I'm going to have to take the rest of you. Uh…so what are your names?" Lucain asked as he scratched his head. He was never used having more than two members on his team, so he actually felt nervous that he had to watch over three more people.

"I'm Pinkie Pie!"

"F-Fluttershy"

"Redheart, Nurse Redheart."

"Okay noted. You're coming with my group, and since Shining is taking the left path we're taking the right. Got it?"

"Crystal…"

"Okey dokey"

"Got it…"

After the groups huddle together, Shining started to explain their plan of attack, "Alright now that we have our teams assembled, here's the game plan. Once we go into the maze, we stick together and keep an eye out for Panic's illusions. Panic will probably try to separate us, but if he succeeds then try to reach the center of the maze on your own. The challenge only requires one of us to reach it, but be careful when you do; we have no idea what's guarding Princess Luna. Everyone got that?"

The rest of the group nodded in response before gathering at the halls and readying themselves. "On the count of three, one…two…three!" Shining yelled as both groups ran into their own separate hallways.

/

Location: Panic's Mystifying Maze

Time: 9:10 A.M

Both groups quickly found out that going through this maze won't be easy. There were many dead ends and many forks in the road, but they both use their best intuition to get pass most of the dead ends; however, for both groups there was a feeling of uneasiness as they traveled the halls in eerie silence.

/

Shining's Group

"They weren't kidding; this maze has many turns and many dead ends" Shining commented.

"Ugh, this will be easier if I could fly. I mean there isn't even a roof over these halls!" Rainbow Dash said in frustration.

"Ah' don't think that's a good idea Rainbow…even if you did had enough room to fly, they probably have a plan to stop you; just like Discord. Rainbow Dash visibly shuddered at the memory. It wasn't one of her best moments, she still couldn't believe that she listen to Discord words.

"_Speaking of Discord shouldn't he be aware of what's going on right now?"_

/

Elsewhere…in Equestria

*Achoo!* "Dear me I think someone just mentioned my name." Discord said off handily as he ate a teacup, strangely leaving the tea itself unharmed and in the shape of the cup.

Angel looked at the being of chaos with a frown as he twitched his nose a couple of times.

"Now don't look at me like that, Fluttershy told me to look after you and the other animals while she was away on her trip."

Angel stomped his foot and pointed outside showing that animals were gambling with the food they were given.

"Oh…huh, I didn't expect them to start gambling so fast. I mean I introduced to them as a way to past the time, but it looks like they may have gone too far."

Angel could only cross his arms as he scowled at Discord as if trying to make him remember something.

"What am I forgetting something? Hmm…actually you're right…I feel like I'm indeed forgetting something, but dear me it has been far too long, I'm simply having trouble remembering it."

Angel shook his head and pointed to an empty bowl.

"Oh you're hungry? Then why don't you eat the salad with some carrots stuck in?"

The white rabbit shook his head.

"Now that won't do, you need your nutrition. Fluttershy says so."

Again the rabbit scowled at Discord much to his displeasure.

"I'm glad Fluttershy isn't here to see this…" Discord then crackled his knuckles together before standing up from his chair and looking down on the rabbit. "Would you like to rephrase that last statement?"

/

Back with Shining's group…

The group continued to go down each hallway until they ran into a crossroad where there were three paths before them.

"Great…which way do we go now?" Grey asked.

"This way, that way, straight ahead, or back were you came. The choice is yours folks." Panic said as he appeared on a wall above them.

"Panic! Ah' knew it was a matter of time before you show up." Applejack said as she glared at the nightmare.

"Aw…you do care don't you? Hee hee hah!"

"Everypony be careful he may have already setup his illusions!" Shining warned as he looked around.

"Of course! Because why wouldn't a guy like me, placed in this maze with the purpose to hinder your progress would not set up illusions? Oh wait I know one reason…"

"What do you mean by that?" Spike asked.

"Well you and your other friends are about to find out in three…two…one…"

Suddenly the room they were in started to shake causing the group to lose their footing.

"It's tiiiime! It's TIIIME! Ha Ha Ha Ha Ha Ha!"

"Time for what!?" Rarity yelled out as she hugged a corner of a wall to keep her balance.

"Fun fact…this entire mansion is a living nightmare! It loves to rearrange itself every once in a while, but since you're in the maze when this is going to happen…this means even the maze itself will be shuffled. I wonder where you'll end up. Closer or farther from your goal? I don't know I just want to see what will happen next."

True to what Panic said sections of the maze begun moving around constantly blocking old paths and creating new ones in the chaos.

"Everypony! Follow me!" Shining yelled as he ran into one of the shifting paths doing his best to keep his balance. The rest of the group seeing no other option followed Shining's direction hoping not to get caught in the chaos. They managed to avoid most of the shifting sections, but soon trouble reared its ugly head.

"Aw c'mon you should have separated by now…" Panic said as he was lightly jumping from one wall to another effortlessly, while following the group. "I know how to fix this…" Panic then jumped from one of the walls into the middle of the group surprising the ponies and dragon. "Hi!" He said as he pushed Grey into another section causing him to be dragged off by a piece of the maze.

"Grey!" Shining yelled.

"Oh don't worry…you will be joining him later."

Applejack attempt to push Panic into another section like he did to Grey, but to her surprise she simply went through him and fell into the section herself.

"Aw…the apple of my eye wanted a hug…you know, you could've asked."

Applejack couldn't respond to Panic's taunting as she was dragged off as well.

Rainbow dash gritted her teeth, "Grr…when I get my hooves on you I'm gonna…"

"You're gonna what? Knock my block off?" Panic then looked at Spike and smiled. The baby dragon noticed this and attempted to run faster. "Hey…where are you going? The fun just started!" Panic then grabbed Spike by his head before giving off a maniacal laugh.

"SPIKE!" Rarity yelled. She then tried to ram Panic, but like all other beings who tried to ram Panic she simply passed through him; however, she didn't go empty handed. Rarity managed to take Spike from Panic's grasp as he went intangible. The two then fell into a moving section and like their two friends before them were taken away.

"Well this part of my work is done, see yah!" Panic then jumped onto a nearby wall and laugh his usual laugh. "By the way! Your other group of friends suffered the same fate! Gah Ha Ha Ha Ha Ha!"

The rumbling slowly stopped with the sections stopping; setting themselves in their current place making a new maze. Shining and Rainbow then stopped running, for Shining was gasping for breath. When Shining finally regained their breath remaining duo looked at each other with determined eyes. This was only a setback for them, if The Nightmare Brothers think this is going to stop them then they have another thing coming.

/


	23. Chapter 23

Chapter 23: Don't lose your Head

Author's note:

Man that felt like forever, here I thought that this chapter was going to be short due to it being a fight chapter, but I guess not. Anyway I suppose it would be tough trying to balance this with English homework, but that's how the cookie crumbles I guess. Anyway I hope you guys enjoy this chapter and if you can; please tell what you think about it.

**Question of the day: There's a character here in this chapter I based off a boss in a videogame. Here's a hint…it's a arcade know for hilariously bad voice acting. Good Luck!**

/

Location: Panic's Mystifying Maze (unknown part)

Time: 9:24 A.M.

"Grah, damn that nightmare! When I get my hands on him, I'll bury him thirty feet under!"

"Calm down Lucain, if you get angry you'll be only be playing into his hands."

Lucain and Hopper being separated from the others by Panic's trap continued to go through the maze hoping either to reach the goal or find the others. The duo ran into their fair share of false walls and corridors; growing more frustrated as they went deeper into the maze.

"I'm getting tired of this…"

"Ditto…"

The two continued their blind path until they heard laughter. Hearing this served to infuriate Lucain, for he and Hopper already knew whose laughter it belong to.

"Panic!" Lucain roared loudly causing Hopper to cover his ears.

"Sup, wolfy…" Panic taunted as he was laying on top the wall. "I thought you two needed some company, so here I am."

"Grrr…I swear I'm going to bury you when I get my hands on you!"

Panic chuckled slightly before on a angry face, "Oi, do I look like one of your chew toys? Blimey bastard, I was trying to be nice here, but now here you are trying to start a fight."

Hopper gulped at the thought. If they couldn't be Paranoia what hope do they have against Panic, "Um...Lucain I don't think we should make him angry, besides we don't know if this is the real Panic."

"Aw…cricket man doesn't want to play?" Panic then pulled out a cricket bat and started swinging it around in threatening way. "But I have a bat with your name on it, but if you're gonna wimp out I guess I can't stop you."

Hopper's eyebrow twitched in anger, but tried not to pursue the conversation further.

"Ooh…wolfy, come out to pllaayy…wolfy, come out to pllaayy…ha ha ha ha ha!" Panic then begun to laugh manically; throwing the cricket bat at the two.

Lucain and Hopper both dodge the bat only to see Panic pull out a button.

"Alright mensos, it's time to cut you down to size." Panic then pressed the button only for nothing to happen.

…

"So…was that it?" Hopper asked confused as he looked around the corridors.

"Oh you'll wish that was it. See ya!" Panic then left the two leaving them to wonder what he did.

"Grah! What a waste of time, c'mon let's keep moving…"

Hopper nodded in agreement before sensing something with his feelers, "Uh, do you sense something?"

Lucain's ears perked up in response to Hopper's question, "Actually yes…" He kept his ears open as he got closer to a wall. Before he knew it, a large slit opened in the side of the wall, "What the heck?" Lucain stared at the slit for a short moment until he heard distance screaming. His eyes widen in response to this as he looked at Hopper who was also staring at another slit.

"Hopper!"

Hopper turns to look at Lucain, but was quickly tackled by the wolf into the ground. "Hey whats the big idea!" He yelled.

As if to answer his question, giant saw blades began to pop out of the slits in the walls much to his shock.

"What the hell?! How did they fit those in the walls?!"

Shortly after appearing, the saws quickly retreated back into the walls leaving the two to wonder when they will pop back out again.

"Shit…now we have to look out for saws…"

/

Meanwhile…

Location: Another part of the maze

Time: 9:37 A.M.

Applejack was sitting shocked as the saw blade returned to the wall.

"Sweet horse apples! That nearly cut me into two!" she checked her hat to see if it was unharmed from the hidden trap. "Ah' have to be careful from here on out. Don't want another of those saws catching me by surprise."

Applejack continued her transversal of the maze deftly dodging saws blades as they appeared. After a few minutes of running through hallways Applejack eventually stopped at a calmer section of the maze in order to catch her breath. "Horse radish! This maze just goes on and on! How do ah' even know if I'm near the end?"

"Uh…senorita? I believe that was the point."

Applejack quickly turned to origin of the voice, to find Panic looking down on her from the top of the wall.

"Hi ya'll" Panic said with a smile.

"Well if it isn't the darn snake himself. What do you want? I thought you already did your job!"

"Correction, my clone did his job. I on the other hand, am just getting started."

Applejack gritted her teeth together, she truly hated this nightmare. First, he tricked her and the rest of her family into thinking Applebloom was dead while he actually foalnapped her. Second, he wounded both her friend Fluttershy and Princess Luna, and now he is putting her friends lives at risk in this dangerous maze.

Then to Applejack's surprise Panic jumped off the safety of the wall he was laying on, and with a graceful spin landed a few feet away in front of her.

"So tell me, why do hold the title of Bearer of the element of Honesty? Because if you ask me, it sounds like a load of bullshit."

Applejack grew even angrier at the nightmare's disrespect for the title she was given. To her and her friends who were also given titles; it was an honor. Something that this nightmare have no care for.

"Why don't you stick a bundle of hay in it! Being a bearer of one of the elements of harmony is no load of manure. My friends and I earned the right to hold these titles ever since we went to stop Nightmare Moon."

"Heh heh…ah ha ha ha ha ha! Right… Generosity, Kindness, Loyalty, Laughter, and Magic. Those I understand, but Honesty?! It never made sense to me! Everything that breathes and talks have at least told one lie in their lifetime! When I see that title, all I see is one big fat LIE! And, I hate lies; they infuriate me. Which is why, I mastered the art of lying, so I can see through them! And I seen your poor attempts at lying, you can barely say one to save your life!"

"That's because I hate lying, I would rather tell the truth of how I feel than lie about it!"

"*Snicker* But not everyone can handle the truth. One of these days you're going to break someone all because you told them the truth, and your friends won't be there to bail you out!"

"I had enough of you already! Why don't come here and say that to my face!"

"Why don't you make me?"

"That's it!"

Applejack rushed towards Panic in blinding anger not noticing the small smile he had on his face. Panic with short laugh turned around and ran forcing Applejack to run faster in order not to lose him. She chased him through various halls while dodging more saws as they appeared, Panic would also turn around running backwards only to taunt Applejack further.

"C'mon Jacky girl those nice legs of yours can move faster can they?" he said as he made a small jump to avoid a saw in the ground.

"These legs of mine can do more than run laps yah know, once I get my hoofs on you you'll see what I mean."

"Heh…I like to see you try!"

/

Meanwhile…

"What is Panic doing?" Paranoia said as he observed the antics from the observation room.

"It…loo…ks like…he's…lead…ing…her…" Fear responded in a slow manner.

"Hmm…your right, but why her...wait she's the bearer of the element of honesty. You don't think Panic took a special interest in her?"

"May…be…"

"Hmm…'The Deceiver' and the Honest mare…this should be interesting don't you think?"

"Spe…lls…trouble…"

"Well the other subjects don't seem to be getting closer to the goal. So this could be a major time saver." Paranoia then switched to another screen showing Rarity and Spike narrowly avoiding a saw before running into a dead end. Paranoia switched the screen again this time showing Grey meeting up with Kiki and Nurse Redheart. Paranoia smiled underneath his mask when he saw this, but later changed the camera to show Fluttershy nearly being cut in two from a saw in the wall only to be saved by Pinkie Pie. Seeing this nearly killed his good mood, he wanted to jump out of his chair and aid Fluttershy; the innocent mare who caught his eye. But, he restrained himself, interfering with the challenge is against the rules. Only the nightmare assigned to the challenge has the ability to do that in this case Panic.

Paranoia gave a small sigh before changing the screen one more time this time it showed Shining Armor and Rainbow Dash running into Lucain and Hopper who were surprised to run into each other. Paranoia raised an unseen brow as he looked at the section they were in; he zoomed out where they are and saw Panic is leading Applejack into the group.

"That little troublemaker…"

/

Back to the action…

Applejack felt her lungs burning as she continued to force herself to run faster in order to catch up to Panic whom was gaining distance from her. _"Dang nabbit, I'm losing him! At this rate I'll lose him at the next turn!"_

Panic turned to her once again with triumphant smile on his face, "Aw…getting a little tired? Do you want to take a break?"

"No, do you?" she said with panted breath.

"Heh, hardly and what did I say about lying?"

"Ah' ain't lying; I just don't plan on giving up."

"Stubborn aren't you? Well I guess that's normal for a cowgirl like you, but…I would say a trait like that is a double-edge sword; something I can take advantage of." Panic then gave another smile before turning around and yelling, "Gangway! Angry mare coming this way!"

Applejack became confused why Panic would yell out such a statement, but after a short moment she ran pass one good reason; she just ran pass two of her friends and the Dream fairies helping them.

"Hey was that Applejack?"

"And Panic?!"

"Hurry after them!"

"You don't need to tell me twice!"

Soon enough they started chasing after the two, Hopper and Shining had a hard time catching up, but Rainbow Dash and Lucain were slowly closing the distance between them and Applejack.

"Hey Applejack! We got your back!" yelled Rainbow Dash as she inched closer to her friend.

"Good to know, this varmit is starting to become handful."

"Hey! You didn't tell me you'll be bringing friends!" Panic said catching their attention. "They say two's a date and three's a party, but I don't know what the word is if four people are involved…eh whatever, I'll just get rid of the remaining number." With a quick motion of his hand suddenly Lucain tripped and fell onto his face while a new wall was placed in front of him.

"Lucain! Darn it! You just love have things your way don't you?" said Rainbow Dash as she picked up speed.

"I know I'm a spoil brat, sue me heh heh ha."

"You're not getting away with this!"

"Well considering I'm still outrunning both of you, I'm technically getting away with it."

"Grr…how do your brothers put up with you?"

"Trust me, they got used to it."

"Somehow that doesn't surprise me." Applejack said as her breath grew more ragged.

Rainbow Dash noticed this, "Hey are you okay?" she asked with concern.

"To be honest, ah' wish I had some water right about now. At this point ah' think he had me running for nearly half an hour straight."

"He had you running for that long?! Applejack, I'm impressed you that much stamina to keep running."

"Well I was able keep up with you in a hoof race, so there shouldn't be any surprise."

"Hey, can you cut the small talk? I believe you should see where you're going…"

Both mares were brought out of their small conversation, "What?!" they exclaimed in surprise as they ran through a doorway into an open room.

"Wait is this…"

"…the center of the maze?"

As if to answer their question, the doorway they passed closed and became a wall. After that the sounds of Paranoia clearing his voice can be heard in the speakers around the maze.

"Attention challengers, for the first time ever we have two challengers reach the center of the maze. This increases their odds of victory over the guardian, but the bigger question is can they beat the guardian? For those who couldn't find the center, best sit where you are, for you aren't going anywhere anytime soon and don't worry about the saws; I deactivated them. Thank you for your cooperation and for the curious minds out there the challengers that made it are Applejack and Rainbow Dash; I bid them good luck."

With a small buzz of static Paranoia signed off leaving Applejack and Rainbow Dash with the silence of the room. But, the silence didn't last very long as Panic's laughter can be heard echoing across the room.

"Well congratulations, you both made it, but…one of you looks a little worse for wear…"

Panic's words rung true as Applejack was still catching her breath from the near marathon experience.

"*Gasp* Ah sure wish I had *gasp* some water right now *cough*"

As if some sort of joke, a bottle of water was tossed at her feet.

"All you had to do is ask…" Panic said as he remains hidden in the shadows.

Applejack grabbed the bottle, unscrewed the top and poured the contents of the bottle down her throat quickly emptying it. Once the bottle was drained, Applejack then wiped her mouth with her arm and threw away the bottle to the side.

"I would say thanks, but ah still remember you're the one who's going to fight us."

"Yeah and we're going to save Princess Luna while we kick your flank!"

Panic's began to laugh again, though they could not see him; he sounded close.

"I wouldn't get cocky if I were you…I'm not your opponent, at least not this time."

"Then who?"

A spotlight then appeared in front of them along with Panic himself.

"Ladies and germs, prepare to meet one of the stars of my mystifying carnival! He's big, he's durable, and he has a code of conduct. Everyone present please put your hands together for Caarrrlll!" Shortly after naming the guardian Panic jumped into the darkness of the ceiling leaving Applejack and Rainbow Dash confused on who the guardian is.

"Carl?"

"What kind of guardian is named Carl?"

Suddenly, a giant headless knight crashed in front of them wielding an ax just as large as itself. Its steel blue armor glinted in the low light conditions along with the dark red spots plastered a near the edge of its blade.

"What the heck?! What is that?!"

"Ah don't know, but I don't think that ax is for cutting down trees."

The headless knight gave out a muffled roar before walking towards the two; each step shaking the ground beneath their feet.

"Great…how are we going to take that thing down?"

"Well, one thing's for sure; we ain't taking that behemoth head on."

"Well any ideas?"

*Hee hee, ha ha!*

Rainbow Dash gritted her teeth, "Great…he can't leave us alone can he?"

"Sorry, but I almost forgot. I had to give you something to increase your survival odds!"

Suddenly, the armored giant stopped in its tracks and took a kneeling pose. This confused Applejack and Rainbow Dash, for the threatening giant was getting ready to strike. The two looked at each other and cautiously approached the giant, but before they could get any closer an axe was dropped in front of them; surprising both mares.

"What the hay?! Is that Panic's way of giving us a fighting chance?"

Rainbow Dash took a closer look at the axe; it was beyond anything she seen before. The axe was one sided and very brutish looking. The metal it was made out of shined in the low lighting revealing the quality of the metal. Rainbow Dash picked up the axe wanting to get a feel for the weapon, but struggled with it due its weight.

"Ugh, this thing is heavier than it looks. I definitely don't see myself using thing in a fight, but it does look cool enough to keep as decoration."

"Rainbow Dash, don't even think about it. We're not keeping that weapon."

"Aww…c'mon, you have to admit it's pretty neat."

"Alright, enough let's get back to the fight! Carl, resume your objective!" Panic shouted to the giant causing it to stand once again and ready its weapon.

*Muuraaaww*

"Oh boy…Rainbow we got to move!"

Rainbow Dash's eyes widen when Carl resumed moving. Following Applejack's lead they ran quickly in order to gain distance from the headless knight, but she found it hard to run due to the weight of the axe. However, while she was running something unraveled from the handle of the axe.

"Hey Applejack! I found something you might be familiar with."

"What would that be?"

Rainbow picked up the pace in order to catch up with Applejack all the while showing her what she found.

"It's your rope!"

"What?! It can't be, let me see that!"

Rainbow Dash then tossed the axe to Applejack who caught it with no problem. To Applejack she found the axe surprisingly light in her arms as she pulled the remaining rope off the axe revealing its wooden handle. She examined the rope and quickly found out it is indeed the same rope she brought with her when they entered this world.

"Well whadda you know; it is my rope! Also ah' don't know why you're complaining Rainbow Dash; this axe doesn't feel heavy at all."

"Says you! Anyway we need to figure out how we are going to use that axe and your rope to beat that thing!"

Thunderous stomps continue to sound behind them as if to remind them that their main threat is still there. The two mares increased their pace, gaining distance from the knight, but as soon as they did they noticed a smooth white surface in the distance; a wall.

"Great, a wall…" Rainbow Dash muttered as she looked to her left and right, but was only met with more empty space.

"A reminder that we still need to beat that armored behemoth." Applejack added as she turned her rope into a lasso. "But something's bothering me…"

"What do you mean?"

"What ah' mean is, why is it so dimly lit in here? I'm pretty sure it's not because they forgot to pay the electric bill."

The duo then heard Carl's thunderous steps heading toward them; causing them to take battle ready positions, "We can think about it later, because here comes the walking tin can!"

The steps grew louder as Carl ran out of the veil of thin darkness with his ax ready to cleave the two mares into four pieces.

"Rainbow Dash! Hit the dirt!"

The two mares quickly threw themselves to the floor in order to make the ax miss them completely and crash into the wall instead.

"Yikes! That was close!"

*Muurrraaawww!*

Carl struggled with his ax, as it was stuck in the wall. Applejack observed the metal menace closely checking if there were any openings that she can use her lasso or ax on. Rainbow Dash on the other hand, after the quick dodge stretched her wings, for she felt that she might able to use them in the open room. After a brief moment, Carl finally pulled the ax out of the wall and gave out another haunting moan.

"Thatta boy Carl! Give them some seismic activity!" Panic yelled from the darkness.

Carl gave a small nod in acknowledgement as it raises its ax high, "That can't be good…"

The headless knight then began to slam its ax into the floor repeatedly causing earthquakes that prevented the two mares from moving.

"W-w-wh-ha-ts go-going on?!" Rainbow Dash asked jittered as she tried to keep her balance.

"I-i-i-iit st-st-op-ing us fr-fr-om m-m-mov-ing!"

*Muuurraaww!*

After a few more slams, Carl raised his ax in the air once more and gave a small hop before slamming the ax one more time with full force; breaking the ground with a intense shockwave that sent Applejack and Rainbow Dash flying in two directions.

"Ah!"

"Gah!"

They both exclaimed in surprise as they flew a short distance away from each other before landing hard on the floor.

"Ugh…"

"Ow…"

They both slowly got up and wiped the dirt from their bodies only to see Carl tap the handle of his ax onto the floor.

Rainbow Dash felt her frustration increase, "Great, what now?!"

Suddenly, the ax's blades retreated into the staff before popping up at the top of the handle turning the ax into a spear.

*Muuuraaawww!*

"Rainbow look out! It's aiming at yah!"

"Oh man…"

Carl with its spear pointed at the smaller mare rushed towards her with the intent to skewer her. Rainbow Dash quickly cycled through her options in her head, she knew that they can't keep running forever, but what can they do? Applejack's lasso isn't long enough to wrap around the metal nightmare's limbs and the ax isn't strong enough to break through its armor. Seeing no other option Rainbow Dash extended her wings and jumped into the air nearly avoiding getting impaled by Carl's spear.

"Whoa, that was close!" she said as she struggled a bit in the air; not being used to flying in a humanoid form, but she quickly adapted.

*Muuuraaaawww!*

Carl, not liking the fact Rainbow Dash can take to the air tried to swat her out of the air with its remaining empty hand, but to headless knights frustration; Rainbow Dash swiftly dodged all of its attempts.

"Nah nah nah nah, you can't hit me!"

*Muuuraaawww!*

Rainbow Dash could only smile as Carl tried in vain to swat the anthrofied Pegasus. Eventually, Carl started to swing its spear wildly in order to increase its chances of hitting her, however, Rainbow Dash; being a skilled flyer deftly dodges his swings.

"C'mon you pile scrap, you can do better than that!" she taunted causing Carl to jump up and down in anger.

"Yee haw! You show that walking tin can what you're made of Rainbow Dash!"

Not willing to take anymore of her antics Carl tapped the handle on the floor once more, this time the spear shifted into a sword.

*Muuurraaawww!*

Leaving the sword in one hand Carl swung the blade fiercely at frightening speeds. Rainbow Dash became surprised by the sudden burst of speed from the knight's attacks, and decided to fly over the nightmare in order to confuse it. However, to her surprise she felt something ran into her left wing causing her to lose balance and fall inside the armor itself.

"Rainbow Dash! Are you all right in there?!"

"I'm fine, but what hit me? I was flying fine a moment ago! Also you wouldn't believe what I found in here!"

"What did you find?"

"Turns out that this walking pile of scrap is actually hollow! There's nothing here!"

"What?! How can that be?"

"I don't know! It just is!"

"Then how the heck is it moving?"

*Muuurrraaawww!*

Carl stomped in anger infuriated that these events have transpired and decided to take its frustration on Applejack. That is until Rainbow Dash flew out of the hole where its head would be and flew around the nightmare hoping to find the source of what made her fell.

"Rainbow what are you doing?"

"Trying to find, whatever messed up my flying. I think whatever it was can help us in this fight."

Suddenly Carl stopped its approach on Applejack, but instead resumed its attention on Rainbow Dash.

"What the hay? It just changed its attention back to Rainbow Dash, but why would it do that? Maybe Rainbow is on to something…"

Applejack observed the scene before her as Carl tried desperately to knock the multi-colored Pegasus out of the air and away from it. As she was look at the headless knight she saw something strange. For a brief moment a thin layer of light shone in the darkness, a light that seems to connect to the limbs of the metal nightmare.

"_Wait a minute is that…string?!"_ She mentally yelled as Rainbow Dash managed to grab a string that connected to one of its arms.

"Aha! There it is!...What the hay? Is this string?! Why would there be string connected to this guy?"

"Rainbow Dash that's it!"

"What's it?" she said as she let go of the string and dodge another strike causing Carl to cut the string connected to its left arm. When that happened its left arm fell to its side uselessly, causing Carl to panic.

"That metal tin can is nothing more than a puppet! Those strings only prove it!"

Rainbow Dash then landed next to Applejack with a smile on her face, "Then we found its weak point!"

"Eeyup"

"All we need to do is to cut those strings and that pile of scrap metal can't move!"

"Eeyup"

"Got a plan of attack?"

"Eeyup"

"Then I'll distract him while you cut the strings, ready?"

Applejack spun the ax in her hand before adjusting her hat, "Ready"

"Break!" they both yelled in unison as they both made their way to the giant puppet known as Carl.

*MMMUUUURAAAWW!*

The creature roared as Rainbow Dash quickly closed the distance between them immediately kicking the puppet square in the chest causing it to move a couple of steps back before retaliating with its sword. The armored puppet slashed at the anthro Pegasus, but missing every swipe as she quickly dodged them and flew next to its left leg where she found one of the strings connected to the thigh of the puppet.

"Hey! Over here!" Rainbow shouted as she gained the attention of the headless puppet trying to lead it to cut the string, but instead the puppet impaled the ground with its sword in order to have a free hand to attack the Pegasus without cutting the string. Rainbow Dash seeing the attack coming jumped and returned to the air; distracting the puppet and its unseen master.

Unbeknownst, to the puppet master Applejack managed to climb the blade of the sword which was a bit cracked from the abuse of hitting floors and walls. She managed to reach the hilt of the blade as she watched the fight before her, with Rainbow Dash kicking the puppet in the chest just to keep it at bay.

"Heh, Rainbow Dash is sure giving that thing a run for its money. Now All I have to do is wait for that puppet to come closer, so ah' can hitch a ride on it."

Liked she hoped, the puppet returned for its sword giving Applejack the opportunity to jumped on its remaining arm as she used her lasso to hang on one of the spikes that circle its wrist. Applejack looked from the position she is in and tried to find the string connected to the arm, but found it harder than normal as the puppet used the same arm to swing its sword at Rainbow Dash.

"Whoa nelly! This is one crazy bull!"

Hearing the cowgirl's shout the creature stop it's shaking and looked at its remaining arm. Seeing Applejack the puppet started shaking its arm much more vigorously in an attempt to shake her off. Rainbow Dash, not one to stand by when her friend is in danger, flew back to the puppet's leg and started gnawing on the string there.

The puppet noticed the disturbance and started hopping on its remaining leg as it tried fruitlessly to throw both mares off its body. Applejack noticing that the shaking has stopped quickly scanned the arm she was on. After a few quick seconds she barely saw the string in the middle of the forearm. Thinking fast, she pulled the ax off her belt and readied her aim. After lining up the shot she threw her ax which soundly cut through the string and imbedding itself in the metal arm; said metal arm dropping uselessly like sword it once wielded.

*MMMUUUUURRRAAAAWWW!*

The armored puppet roared with rage as it started to stomp on the ground. Seeing no option the puppet started to run with the mares attached to its body.

"What the hay? What's it doing?"

"Ah' don't know, but if ah' remember correctly there is nothing but a wall waiting for us"

"Then we need to stop this crazy thing and fast!"

"Well what are you waiting for? You can fly faster than this thing can run; let's end it already!"

"Right!"

Rainbow Dash then jumped from her spot on the puppet and took to the air once more; flying to Applejack's position and picking her up along with her lasso.

"Hey Rainbow Dash! We're going to need that ax! We can't finish it without the ax!"

"On it!" she said as she flew closer to the arm that the ax was stuck in. With a little force Applejack managed to pull it out without a problem.

"Oh wow, your heavy!"

"I'm what now?! You better watch what you say!"

"Hey, it ain't easy carrying other ponies! Much less a humanized one!"

"Right, I kinda forgot about that…"

Rainbow Dash struggled with the added weight, but managed to keep up with rampaging puppet and getting near its leg where the remaining strings are.

"Applejack, now!"

"Got it!"

With a bit of momentum in her swing, Applejack threw the ax ahead of the puppet. As the ax closed the distance with the armored puppet, the sounds of snapping string can be heard along with creaking of metal as the puppet finally stopped its running march and instead tripped over one of its legs and fell over; tumbling along the ground before finally hitting a wall in a loud crash.

"Yee Haw, we did it!"

"Yeah! That's one challenge down!"

The duo continued their celebration until they heard clapping behind them. The dim room suddenly lit up in a bright flash causing the two to shield their eyes from the harsh light. As their vision recovered they were met with smiling face of Panic himself.

"Well, well, well, you two defied my expectations. I could have sworn you would have at least taken a little bit longer in the maze, but hey you know how life is…"

"Hey, enough of the small talk! We beat your challenge, so give us Princess Luna back!"

"Yeah I suppose we did promise that…very well." Panic snapped his fingers causing the red bubble containing Luna to slowly descend from the ceiling. When the bubble touched the ground it popped; freeing Luna in the process.

Princess Luna herself looked around in a daze before seeing Applejack, and Rainbow Dash and ran off to meet with them.

"My brave ponies, thank you for saving me." Luna said with a smile on her face, but it didn't last long. With a whisper she said, "But, there is something I need to discuss with all of you. When we all gather together I will explain, alright?"

The duo were surprised that Princess Luna learned of something, but knew it must be important, so they nodded in agreement.

"Hey, you three done with your reunion? Good, you can exit the maze through that portal over there; your friends are already waiting for you in the lobby, so I suggest you take your leave now…" Panic said with a hint of anger in his voice.

The three knew that Panic was furious that his challenge failed, so they quickly hurried to the portal, quickly disappearing into the inky darkness; leaving Panic alone with his failure.

"Grah…this is the second time…the second time! Grrr…this is unacceptable…I refuse to let those ponies make a mockery out of me!" his voice echoed throughout the maze as he took deep breaths to calm his nerves. "Paranoia is right…we shouldn't underestimate these ponies, but I of course can't blame the ponies' skill for solving the maze. I lead them here or rather I lead Applejack, but I guess it backfired, since; I brought more than one person to the center of the maze. Poor Carl couldn't handle these twos teamwork."

*But, Master Panic they found my strings!*

"Oh don't beat yourself up over my friend, if there is anyone to blame, it would be me."

*Why would I blame you master?*

"Because as your master…I purposely used the weakest strings I can create."

*But why?*

"Heh…heh heh heh heh gah ha ha ha ha ha ha!"

*Master?*

"Let's just say…like an expert magician, they haven't seen all of my tricks…Now then…let's get you fixed up Carl; you got a show at noon."

*Yes Master*

Panic then created a portal before shooting out clear strings out of his fingertips to grab the unmoving Carl and dragged him towards the portal.

"Heh heh heh, my dear fraulein…you haven't seen nothing yet…Gah ha ha ha ha ha ha!"


	24. Chapter 24

Chapter 24: The Workshop

Author's note:

Here's the first chapter of 2016. I hope you all enjoyed your new years even though it's old news right now. This chapter might get a little dark which is something I'm trying to do in parts of this story. Anyway I hope you enjoy this chapter because I made it with the intent of making readers ask questions. Don't be afraid to tell me what you think of this story so far, so read on!

**Lore of the day: All the brothers have their own hobby, Paranoia's is gardening, Panic is puppetry, and Fear's is wood sculpting. Each brother have shared the secrets of their trade, so all of them are well informed of what each hobbies is.**

/

Time: 12:48 P.M

Location: Guest Room (Girls)

After the first challenge, Paranoia was there to greet the challengers as they came out of the shadowy portal. Paranoia congratulated Applejack and Rainbow Dash for completing the challenge, but warned them the next will be test of their physical and combative skills. The group stared at him puzzled, but unafraid. Paranoia then goes on to explain they have the rest of today to plan for the next challenge while having limited access to certain parts of the mansion. But, before they do anything he mentions lunch is ready. The growls of empty stomachs made it clear the group is indeed hungry. During lunch the group converse with each other catching up with Princess Luna; she went on to explain that each individual Nightmare Brother Powers are great in their own right. She told them Panic was only toying with them; if he actually utilized his full power the battle with his puppet Carl would have been even more difficult. Speaking of Panic they noticed that Panic wasn't at the table for lunch as well as Lord Nightmare and Twilight. The entire group was confused by this and threw around possible reasons why they aren't around. Eventually, lunch ended and Paranoia split the groups up and sends them to their respective guest room. Before they left he explains there are now bells left in their rooms that can be used to call servants that will tend to their needs or will help direct them to designated parts of the mansion that are safe for them to explore. Once explanations are the done the gender separated groups went through their respective portals. We focus our attentions to the girls, with Luna now included in the group they together began to mull over on what to do next.

…

"So...now what? We got the rest of the day to do something around here and honestly I'm getting bored just sitting around" voiced Rainbow Dash as she rolled a bit lazily on her bed.

"Well Paranoia did say you could ring one of those bells over there if you want some service" Redheart then pointed to the three bells that are currently placed on a small decorated table.

"Nah, the last thing I want is the attention of those nightmare servants; those guys give me the creeps…"

"Well I don't know what to tell you Dash, we're pretty much prisoners in here" Applejack said sharing a similar bored expression with the colorful Pegasus.

"Ugh…this stinks"

The rest of the group, save for Pinkie Pie could only sigh in agreement. But they really have little to do despite Pinkies best efforts to keep morale up.

"Aw…don't look down. Why don't we play a game? Ooo, Ooo! I know, how about hide' n' seek?" Pinkie said while jumping up and down vigorously.

"Pinkie, while I admire your efforts to keep us from the dangers of boredom I'm afraid there isn't many spots we can hide in" Luna responded with a somewhat tired look in her eyes.

"I hate to say it darling, but Princess Luna is right" Rarity added.

"C'mon...don't be like that…we can hide in the bathroom!" Pinkie then rushed into the bathroom only to rush out and hide behind the curtains. "How about the curtains?" then she rushed and hid underneath her bed. "Or the most famous of all hiding spots; the beds!"

"Pinkie, we appreciate what you're trying to do, but no one wants to play right now." Kiki said trying her best not to hurt Pinkie's feelings. "If anything we could use this time to…hmmh?!"

Suddenly popping out underneath her bed, Pinkie placed her hand over Kiki's mouth "Hold that thought! You guys have to see what I found under my bed!" She then returned to her bed only to pull it away from the wall.

"Pinkie what are you…what the heck is that?!" Rainbow Dash said in surprise.

"Why I be timber wolf's aunt…" Applejack added as everyone else looked from their beds to see that there is a small door in the floor of the room.

"Whoa it's a door, where do you think it leads?" Kiki asked as she hopped off her bed to get a closer look.

"I'll tell you where it leads; a way out!" Rainbow Dash said excitedly as she jumped off her bed and rushed to the door.

However, Applejack was skeptical, "Now let's not get ahead of ourselves here; remember this mansion is all kinds of kooky. That door there might lead us to more trouble than help us escape."

"Eh whatever, we either go in or not, but as far as we know it leads somewhere and we won't know unless we go in."

"Well that's fine and dandy, but we're going to need to plan. One of those Nightmare Brothers or their servants might show up and check on us, so we need someponies left behind so they won't get suspicious."

"Um…I can distract one of them, if that's okay with everyone?" Fluttershy voiced finally breaking the silence she been keeping during this whole event.

"Okay that's one anypony else?"

"I will stay as well; I don't think my royal form can fit into small door like that." Luna added.

"Same here; the more ponies in this room the better am I right?" Red Heart said with a thumbs up.

Kiki then shuffled her feet, "I think I should stay too; no doubt they will notice I'm missing if I leave."

"Ooo, ooo! I will stay too! I been told I'm great at distracting ponies." Pinkie said with a bright smile.

"Okay Rarity what about you?"

"I suppose I'll come along. As much as I enjoy this room; a nice walk will help take my mind off that horrible experience in the maze."

"Okay it's settled then; Pinkie push the bed back in place."

"Okey dokey lokey!" she acknowledged with a salute as she moved the large piece of furniture back in place.

"Now Fluttershy ring one of the bells; when the servant comes around ask them if they can get one of the Nightmare Brothers to have an audience with you. If not, then asked them to escort you to one of the areas of the mansion they are allowed to take you to."

"Okay…" she responded nervously as she took one of the bells in hand and shook it; causing it to ring. After a few moments of ringing, she stopped only to hear knocking from the door. Fluttershy answered the door; she was greeted with a skeleton wearing a black bowtie which cause her to jump away from the door.

"You called?" the skeleton said strong French accent.

"Uh…ehm…can I get an audience with one of the Nightmare Brothers please?" Fluttershy asked nervously.

The skeleton took a small pause before dialing into his hand and placing it near his head. "Wee boss the Mademoiselle Fluttershy asked if she can get an audience with you or your brothers. Ah you're free? Good, come as soon as you can. Good news, Sir Paranoia is available, so he will take your request. I bid you adieu" The skeleton then left the doorway and into the darkness only for a cold feeling to enter the room as a inky black figure rose from the ground in front of shy mare.

"You wish for an audience milady?" Paranoia asked in his usual neutral tone.

"Uh…uh, yes?"

"Splendid, do any of your friends wish to come as well?" Fluttershy quickly shook her head no much to Paranoia's pleasure. "I see…a private audience then; well milady I can assure you that you won't be disappointed."

"Fluttershy!" Rainbow Dash yelled out gaining both of their attentions. "Are you sure are you going to be okay by yourself?" she asked with worry in her voice.

Fluttershy gave Rainbow Dash a warm smile, "I'm sure, don't worry I know he won't hurt me. Won't you?"

"Indeed, unless it's set in a challenge or you're acting out of line I won't lay a finger on any of you."

"You better or else you have to answer to me."

"Indeed, but I seem to recall you being unable to do anything during our first encounter."

"Why you!" Rainbow Dash was about to charge at Paranoia, but was stopped by Kiki and Applejack. "Hey! Let me go!"

"Easy there Rainbow Dash, this isn't a good time to start a fight."

"Yeah, especially if it's with one of the most powerful nightmares in this realm!"

"Grr…" she didn't like it, but Rainbow Dash listened to their words and relented. "Fine…"

"Do not worry I will take very good care of her. She is a guest after all. Now milady, let us take our leave." Paranoia said smoothly as he opened a portal and took Fluttershy's hand into his causing her to blush at the action. "As they say, lady's first?"

"Umm…thanks?" she said with slight confusion as she stepped through the portal with Paranoia in tow disappearing into the darkness.

Rainbow Dash had to force herself not follow the two, for one; like Applejack said it isn't a time to start a fight. Secondly, Paranoia is right their last fight with each other was terribly one sided with shadowy man being nearly impossible hit.

"Hey are you okay?" Rainbow Dash turned to meet Applejack who looked at her worried eyes.

"Not really, I just…really hate that guy, and thinking back how he foalnapped Fluttershy before. But now she's just willingly going with him. I know its part of the plan, but I'm just worried for her."

"We all are, but like you said before we need to find out where this door leads."

"Right…"

"Alright let's get this show on the road." Applejack said with a quick pat to Rainbow Dash's shoulder.

The two mares returned to the room and closed the door. Pinkie then pulled the bed out of the spot to reveal the door again. Wasting no time Applejack opened the door revealing a ladder that lead into darkness. Rainbow Dash was the first to climb down the steps disappearing into the darkness with Applejack and Rarity following after her. Before closing the door the rest of the group wished them good luck before closing the door leaving the group in darkness.

/

Location: ?

Time: 1:23 P.M

"Man I wish we had brought a light with us" Rainbow Dash complained as she tried her hardest not to skip a step on the ladder.

"I'm just wondering how far does thing go? It feels like we have been climbing for ten minutes." Applejack added.

"I have to agree with that thought; it's terribly small in here as well, although I'm no claustrophobe I prefer we don't spend most of our time climbing in this small corridor."

"Hold on I think I see light! I think we finally reach the bottom!" Rainbow Dash said with an unseen smile.

"Finally…"

The group eventually reached the bottom and found themselves in a small well lit room that is pack with tools and supplies that are used to work with wood. The room is also windowless with only one wooden door that seems to be the way out.

Rainbow Dash was the first comment on their new surroundings, "What the? Where are we, someone's shed?"

"It sure looks like it. But…wouldn't a shed be outside?" Applejack questioned as she looked around.

"Hm…If I recall correctly Panic did say the mansion with switch its rooms around as it did with us in the maze." Rarity added as she reached for the door knob on the door in front of them. "Regardless let's get out of this dreadful room, it's almost as bad as the corridor."

Opening the door, the group found themselves in another room, but this time it was bigger and had machines the filled in the spaces of the room.

"The heck? This looks to be a woodshop." Applejack then examined the nearest machine and noticed that it's in great condition. "E'yup, somepony been using these things before I haven't this much care in a machine before not since Granny Smith got that new sewing machine."

"But, why something like this exists in such an extravagant mansion?"

"I don't know…"

"Well we there's no point standing around and thinking about it. I think I see another door over there!" Rainbow Dash then pointed to a door west of their current position. The group walked to the door only to recoil back from the strong smell of smoke and ash.

The group coughs for bit before taking a few steps back, "Whew…something tells me we shouldn't go through that door."

Applejack using her hat to blow away the leaking smoke could only look at her with a deadpanned look, "Really? What was your first clue?"

"Looks like we have to find other door; preferably one that doesn't emit heat."

Then they walked another direction away from the smoke billowing door looking for some sort of way out. They eventually stumbled across another door, this one however, has a label which shows the name of the room.

**DRESSING ROOM**

It read, much to the confusion of the trio. This didn't make sense to them, why would a dressing room be near a woodshop? Developing a need to satiated their curiosity they opened the door and what they saw inside made Rarity's eyes light up in glee. There are two racks of outfits standing next to two vanities one decorated in red and black tones while the other was colored to look like steel.

"Just look at those outfits!" Rarity then ran towards one of the racks and quickly scanned every outfit before moving onto the next rack. "Sweet fashions, just look at the craftsmanship on these outfits! Every stitch and lace are given great care and are expertly sewed guaranteeing a long lasting outfit that can stand the test of time; I think I'm going to faint." Then with a quick sigh she fell backwards only for Applejack to catch her mid fall.

"Easy there sugar cube, ah' know you're excited and all, but you need to tone it down a bit. We don't want to attract anyponies attention now do we?"

"Ah, yes sorry Applejack I just can't believe how well made those outfits are. I simply must know who created these!" Rarity declared as she quickly stood up.

Rainbow Dash however, has different thoughts "I don't see what the big deal is, these look just be jester and maid outfits. I mean who would wear these?"

"Bite your tongue Rainbow Dash, this is no mere jester outfit" She then pulled out one of the outfits near the red and black vanity. The outfit itself matched the vanity in color, but with the added golden trimmings. The outfit itself seemed to be made up of one body suit split between black and red colors with each limb being one of the two colors. Another part of the outfit is the skirt, neck, and wrist cuffs been split into a star shape with each end having a single golden color bell. The shoes and head piece are also found near the outfit sporting the signature harlequin flair. Other outfits on the racks showed a similar design, but sported different colors and different designs. "This is a harlequin's ensemble made to be eye-catching as astound audiences as they take center stage performing acts that mystify and entertain."

"Ah huh…okay, but what about the maid outfits over there? Are those for performers as well?" Rainbow Dash then pointed to the other rack with a skeptical face.

Rarity returned the outfit back to the rack and moved onto the maid outfit, "These, my dear Rainbow Dash, are outfits tailor made for the mares whom devoted their lives to servitude of a single person or a whole family." Rarity then pulled out what seem to be a standard maid outfit in its usual black and white color, "These mares who also come in the colt variety know as butlers will do everything in their power to satisfy their masters' needs and keep the household clean while their gone. But, even in servitude they are not bound to their masters' every whim, only the truly great knows when they are given a request that conflict with their moral fibers and know when to leave if such an event happens."

Rainbow Dash could only look at Rarity with confusion and skepticism, but before she could get a word out the sound of heavy footsteps are heard heading in their direction along with the sounds of conversation. Not saying a word Rarity return the outfit back to the rack and the trio looked for a place to hide. Quickly scanning the room they found a large closet and decided to hide themselves inside, thankfully the closet is filled with hanging clothes making it easier to hide in. Staying silent the group could do nothing, but hope whoever is about to enter the room wouldn't look inside the closet; it also didn't help that they couldn't see what's going on outside. They eventually heard the doors open and the sound of heavy footsteps enter the room, "And I said, you have a better chance dating a log then the likes of me; then the guy almost started crying. Have you seen a grown man cry? It's embarrassing and just plain shameful." said a surprisingly cheery voice.

"Well…it didn't help that your portion of the show involved many acrobatic tricks. You're not shy about showing your body are you?" responded a dry echoed voice.

"Well I can't help it if I'm this flexible, besides I did that guy a favor, there was no way daddy would let me date a fan anyway. Actually…I told the guy who our daddy was; you should have seen his face! He immediately went pale and ran off."

"Well, mentioning father has been a great method in getting rid of annoying admirers."

"Yeah, it great and all, but what if we actually started dating? Don't you think it would be annoying with daddy intimidating all of them?"

"I suppose it would, but we will worry about that bridge when we get to it."

*Sigh* "Whatever, anyway we need to change our outfits for the next show. Daddy said Carl will be in the show this time. I haven't seen that big lug in quite a while now."

Applejack and Rainbow Dash felt their bodies freeze up when Carl was mentioned. They both fought the giant metal puppet controlled by Panic. Their minds immediately picked up on the idea that the father of the pair of voices might be Panic. Rainbow Dash mentally cursed the fact that they can't get away from him.

"I heard he was beaten by two mares and had to be repaired."

"I'm surprised that two horses manage to beat him. I mean did you see the size of the guy? Daddy sure made one heck of a puppet it's too bad he isn't alive though; if he was maybe you would have someone to talk to or date…"

Suddenly the sound of metal making contact with a hard surface echoed across the room, "OW! That hurt sis!"

"You shouldn't have crossed the line sister, your fortunate father has the capabilities of mending your wounds or else I may have damaged your complexion."

"Grr…you're cold sis, no wonder guys like me more."

"It's a shame that it's a lost cause."

"Why you!"

"Girrllls, are you getting ready for the next show?" asked a voice that the trio are all too familiar with.

"Not yet dad!"

"Well what's the hold up?"

"Well sis and I were having an argument about who's more popular with the guys"

"Girls…you know how I feel about you dating guys and or girls."

"We went over this father, we already clarified that we're interested in men." said the echoed voice.

"Right sorry, but why are you arguing whose popular?"

"It's nothing daddy, we're just squabbling over small things."

"Well, keep it as nothing I love you two both and I want you both respect each other, okay?"

"Yes…daddy"

"Acknowledge father"

"Good, now get ready for the next show. We're going to knock'em dead."

"Wait really?" said the cheery voice in excitement.

"It's a figure of speech honey; besides if we actually killed our audience then we'll be out of the job."

"Oh…"

"Sister, with a mindset like that you'll scare off all of your fans in no less than a few seconds."

"Really? Well then I should scrap the idea of throwing my knives at random audience members and catching them at the last moment."

"Your sarcasm is noted…"

"Heh heh heh…"

"Tick tock girls, put on your outfits and get your rears to the stage we got some practice that needs to be done."

"Yes sir!"

Then the sound of shuffling clothes and zipping noises were heard for a short moment; and once the sounds stopped the sound of doors opening and then closing. Waiting for a few minutes; the trio finally cracked opened the closet door to check if the coast is clear. Seeing that there is no one left in the room they walk out of the closet and headed towards the door that led to the woodshop. Once they entered the workshop they decided that they go over what happened.

"Well that was different…" started Rarity as she was too confused on what transpired.

"Well tarnation, Panic has kids? I would have never thought of it." Applejack said as she took off her hat to scratch her head.

"Yeah that was a shocker, but who in the right mind would want to marry that mess? If you ask me the lady must have been crazy him." commented Rainbow Dash.

"Well regardless, it obvious we ain't going to find the exit the way they went, so maybe we should explore around here just a little bit longer before heading back."

"I suppose we should, so far we found nothing that can help us. I just hope Panic doesn't have any more surprises." Rarity said.

"Knowing him, he probably does." Rainbow Dash commented as she and Applejack knew enough of Panic to know that he is capable of such tricks.

With a heavy sigh the group continued to search around the wood shop. As they progressed throughout the disturbingly clean room they stumbled upon some wooden mannequins parts. Applejack and Rainbow Dash became unnerved by the sight, but Rarity only became curious at the sight. She kneeled on one leg and began to exam the parts; she became enamored by the craftsmanship of the parts seeing that a lot of care went into these parts.

"_But, who made these parts?"_ she continued to examine the parts and noticed something strange about one of the arm parts. She saw the arm is hollowed out and there seems to be some sort panel that opened from the wrist. "What is this?"

"You found something Rarity?" asked Applejack with curiosity.

"The forearm of this mannequin is hollowed out as if something is supposed to be placed inside. I know my mannequins, for they help provide a visionary sample of what my outfits may look like on my fellow ponies. But, this mannequin is made for something else…" Rarity trailed off as she narrowed her eyes. Looking through the other parts she found that they were all the same; hollowed out with an additional compartment. "It's the same for the rest of these parts."

"What the hay? What could have gone inside the parts?"

"I don't know…"

"I say we should get a move on, this place is starting to give me the creeps." Rainbow Dash said as she shuddered a bit from seeing the parts all together like this.

"I second that."

"Same, let's go"

The trio left the parts where they are and continued to wander the room until they came across a set of double doors. The doors themselves looked to be made out of metal, but the three mares could not identify what kind of metal the door was made of. They took quick notice of bold printed words next to the door.

**METAL SHOP**

"Metal shop?" Rainbow Dash asked in confusion. "I guess they don't just work with wood."

"Apparently, but I don't understand why a place where you shape metal could be here. Especially since this room is focused on making mannequins." Rarity responded.

"I reckon they have it to arm nightmares, because; I doubt they are making sculptures in there."

Applejack decided to reach for the door knob and open the door. Once she opened it the trio was briefly blasted by a wave of warm air. Shaking off the sudden experience the three proceeded to walk past the door and enter the metal shop.

…

Once in, they were astonished by what they were seeing. The metal shop in question seems to have expanded to two floors and is filled with machines that constantly molding and crafting metal into complex shapes. The trio looked downwards where they were standing and saw a huge pool of lava below them and to their right they saw precious metal ores being mined and sent to the giant machine in ordered to be processed. As for the machine itself, it looked complex enough to be its own small building.

"The heck? This is way bigger than the wood shop room!"

"Not to mention more dangerous; we actually have lava below us. Good thing it's all the down there or else we be more burnt than Granny Smith's triple apple pie."

Rarity looked closely at the machine and noticed that it was producing metal skeletons and metal parts similar to the mannequins. "That's strange…" she said gaining the attention of her friends.

"What is it Rarity?" Rainbow Dash asked.

Rarity pointed to one of the conveyer belts carrying metal parts, "Those metal parts look exactly as the mannequin parts back in the wood shop."

"Wait really? Why? I don't think boutiques use metal mannequins do they?"

"No boutiques I heard of that's for sure."

"Ah' might not be the brightest tool in the shed, but by the looks of it they're processing the ore and melting it down using the heat of the lava, so they can shape metal into whatever they want." explained Applejack.

"Just what is going on?"

The group continued to explore the complex; taking the metal stairs to ascend in the room finding more doors that led to closets filled with safety equipment and tools. This led the mares to wonder if there is an entire work force that watched over and maintained the machine. Eventually, after a few minutes of walking in the room they stumbled upon a door that actually in bad condition compared to the other doors. The door's metal colors have faded and seem to have rusted over, but that wasn't the worst of it. The door itself seems to emit off a bloodcurdling aura that made the trio step away bit from the door.

**Work sh-FAILURES!**

The name of the room was scratched out partially and was dominated by the new word written hastily onto it. Applejack, Rainbow Dash, and Rarity shudder and felt their senses go numb just from standing in front of the door. No longer able to resist the feeling of dread the two quickly got away from the door and were breathing heavily on the nearby railing.

"T-The heck?! *gasp* W-what h-happened?!"

"I-I don't k-know *breathe* b-but all I c-can feel *wheeze* something c-choking the a-air out of me!"

"S-Same here!"

Taking a few moments to catch their breath; Rainbow Dash and Rarity saw that Applejack was still staring at the door. Her gaze being transfixed and bewitched by said door and she began to walk towards the door with her hand outstretched; reaching for the doorknob. Applejack herself could not hear her friends' cries, for she could only hear voices egging her on to open the door.

_Open it…_

_See with own eyes…_

_Lies covering truth…_

_Filthy hands…_

_Defiled death…_

_Broken…_

_Their hands…_

_Created calamity…_

_First step…_

_Through door…_

_Truth…_

_Is writhing…_

_In PAIN…_

Having her hand on the doorknob she started to turn it much to the dismay of her friends who can do nothing to stop her. Turning the knob, Applejack opened the door and once she did a large gust of wind raced out of the room behind the door immediately disappearing as quickly as it came. Applejack slowly walked in the room her eyes gone blank as if being pulled by some invisible force. Once she was fully in the room the door slammed behind her and locked itself imprisoning Applejack inside with her friends unable to help her.

…

Applejack blinked a couple of time before shaking head, "Huh? What happened? Where am I?" She stumbled around the room her vision blurry for reasons unknown to her; she felt her hand brush against something wooden and sticky. Her hand recoiled from touching the unknown object, "What the hay? What is this?" she said falling to floor and shaking her head once more to regain her vision, but unfortunately this was a mistake. When her sight returned what she saw horrified her; there hanging in front of her is a wooden puppet. The puppet has the appearance of a human male in his twenties; it's carved so well it almost looks real, but that's not the terrifying part. Gaps in the puppet are leaking blood some of which already dried on the body save for some that made it to the floor. Applejack looked up at the face of the puppet and could only gasp in shock, for the puppet expressed a face of agony and terror in it's hollowed out eyes. She backed away from the hanging puppet before standing back up, "Sweet Celestia just what is this?" Applejack muttered as she did her best to keep her panic at bay. She looked at her hand and saw it has taken some of the blood with her; not wanting it on her hand she wiped it on her shirt. With that done she proceeded to look around the room; having her vision back revealed to her the true terror of the room.

The room itself wasn't well lit, for the only light bulb hanging from the ceiling would flicker every once in a while. The walls and the floors looked to be made out of concrete as parts of the wall seemed to be chipped away and covered in splotches of blood that seem to line the wall. What disturbed Applejack the most was the numerous numbers of puppets that are either hanging on the ceiling or thrown onto a pile in the corners. All of them leaking blood and having expressions of pain and terror. In the middle of the room is a lone operating table with various bloodied tools next to it. "Ah' think I seen enough…" she said as she turned to face the door only to see a wall where the door should be and written on the wall is a message written in blood.

**Liars play with the strings of those around them…**

**We hurt…**

**We play…**

**We deceive…**

**We deserve this…**

Reading the message, Applejack could only back away in disbelief as her widen realizing what the message meant, "No way, these puppets…are made from people! I need to get out of here!" She desperately looked for a way out, but as she ran around the room she quickly found out there is no exit. Suddenly, the puppets started moving, but could not stand up or move anywhere instead they started to scream loudly in pain much to Applejack's horror. They screamed, they wailed, they begged, but their cries seem to have no end.

*AAAHHHH!*

*LEAVE US ALONE!*

*WHY ARE YOU DOING THIS!*

* PLEASE STOP IT!*

* I'M SORRY!*

* I PROMISE NOT TO DO IT AGAIN!*

*NO! NO! NO! PLEASE HAVE MERCY!*

*MY EYES! MY EYES!*

*I CAN'T MOVE!*

*STAY AWAY FROM ME!*

*MAKE IT STOP PLEASE!*

Applejack felt her mind reach its breaking point; she covers her ears to mute the screaming, but to no avail. She fell on her knees before joining the chorus of screams as her mind was assaulted with gruesome images of people suffering and being torn apart by some unknown entity, "Ahhhh! Make it stop! Somepony please make it stop!" The images grew worse as a response to Applejack's pleas showing images of people remains being placed inside wooden shells turning them into puppets. "No more! No more! Rainbow Dash, Rarity, somepony help me!" her cries for mercy are in vain as the mental torture continued. She didn't how long she was there screaming as minutes went by like hours, however; the screaming eventually came to a stop leaving Applejack the only one screaming. Fortunately, the terrible images ceased and Applejack slowly stopped screaming, but her mind was still racing; nearly broken from the experience. Breathing heavily, she slowly tried to stand while clutching her head doing her best to calm down.

_Everyone lies…_

_Everyone dies…_

_Those who deceive face me…_

_And become toys for my amusement…_

_Pain…_

_Lying causes pain…_

_A pain, I know all too well…_

Hearing the voice confused Applejack's currently fragile mind, but before she process what was said; the floor where she was standing opened up revealing a trap door that she quickly fell through along with a couple of puppets.

"AAHHH!" she yelled, as she held onto her hat as she and the puppets slid down what looks like the inside of a long pipe. As she got near the end of the pipe the air around her grew warmer and the smell of ash grew stronger. At the end of the pipe she fell off the end and landed hard onto a metal grating.

"Egh…where am I now?" she muttered in slight pain from the fall. Standing up she noticed the walls are made up of bricks and through the metal grating she is standing on she saw nothing, but a roaring inferno below her.

***Incinerator activating, please keep away from incineration room. Incinerator activating in ten minutes; locking door***

Applejack eyes widenas she saw said door in front of her as quickly tried to open it, but it was too late the door was already locked and room she's in quickly grew hotter. "Hey! Is anypony out there! I stuck in here!" she yelled through the door, but sadly no one replied. She banged her fist hard onto the door hoping to get someone's attention, but it was in vain. "Please somepony, anypony! Get me out of here!"

***Five minutes remaining before incinerator is activated***

The flames around her grew more intense as she kept pounding on the door wasting precious air as a cloud of ash began to form. Inhaling the cloud she began to cough and wheeze, "Can anypony hear me? *Cough, gack* I'm stuck in here! *Cough*" Still no answer came, but Applejack didn't give up someone has to hear her. She continued for three minutes until she grew woozy from the inhaling the smoke. "*Cough* Please…*Cough* somepony…*Cough* help me…" No air left in her lungs she passed out onto the floor.

***Incinerator activating in one minute***

Applejack body laid motionless on the floor as the metal grating grew hotter lightly burning her body. There is simply nothing she could do, with her mind gone all her body can do is lay there like a log; a log that would soon be charcoal. Her friends can't help her because they think she is still the room and there is no one out there that can help her. She didn't want to die, but by the looks of the situation she won't get a choice.

***Incinerator activating in ten seconds***

*Kling, kling* the sound of fumbling keys can be heard behind the door.

***Nine…***

Sounds of someone trying to force a key into the doorknob are muffled by the roaring flames.

***Eight…***

***Seven…***

"Shit!"

***Six…***

***Five…***

"C'mon c'mon…"

***Four…***

***Three…***

"Yes!" The doorknob turned and opened quickly as a hand reached out into the incinerator and dragged Applejack's motionless body along with her hat out of the flaming hell before quickly shutting and locking the door.

***Two…***

***One…***

***Bye-bye***

The room became engulfed in flames as the timer hit zero incinerating all the puppets inside the room in a glory of roaring flames. Meanwhile, outside the room Applejack's body is being carried away by her savior; to where is in the savior's hands.

The savior looked at the body he carried and smirked, "'Ello love, that was close one now was it?" he said to Applejack's unconscious body knowing that there won't be a response. His smile faded, "You better not be dead…we have much to talk about senorita…"


	25. Chapter 25

Chapter 25: Family Man

Author Notes:

Holy freakazoid this is a long chapter. I never expected to type this much again, but hey more story telling for all to enjoy. Sadly, the main action won't happen till next chapter, but hey you'll get more bits of story and more detail of a certain liar character. But, I'm saying too much as it is so why don't you start reading and enjoy the ride. Also don't forget to tell me what you think of the chapter and the story overall. Again enjoy!

**Useless fact of the day: This nearly took me an entire month to finish…**

/

_04/18_

_Time has passed since the prevention of the bombing. Since then, we with the addition of Joseph have stopped the destructive ambitions of that serpent that is disguised as an official in our town. As of now mother is now thirteen years old with Joseph being only one year older than her. I seen him attempt to closer to her, but mother is a bit dense. Anyway we continued our crusade; thwarting that vile monster's plans as soon as he set them up. During all of this I felt my own powers grow; furthermore, I discovered more new abilities I never knew I had. Recently, I was able to create an illusion of mother's sandwich after I grew hungry and decided to eat it. When the sudden realization hit me I accidently created another one; at least that's what I thought. However, when mother tried to eat it; the ruse was discovered and I had to sit in the corner for ten minutes. I have practiced with this power with limited success, but I manage to 'create' a box that was actually physical and was almost real, for a limited time though. It got me thinking; could I actually create something out of nothing? Not an illusion, but an actual object or living being. It's a scary thought, but at the same time it feels familiar to me. I find this confusing because mother never imagined me with such powers. Is this the power of being born? Is my strength only going to get stronger from here on out? I must investigate this further and practice these powers, for a new ability means nothing if I can't use it._

_04/24_

_I never thought something like this would happen. Apparently, on one of our excursions to stop another of that twisted serpent's plans we ran into a couple of creatures we presume must be working for him. We fought the hardest as we can, but we soon found ourselves backed into a corner. All seem lost until by some will of Machina a miracle happened; mother created a sword out of nowhere. It wasn't any normal sword the designs on it are purely unnatural as if it was created from a dream. The blade glowed with a blissful light blue glow as if driven by instinct she struck down the creatures one by one. Inspired, I followed her into combat once more this time creating a sword purely out of nothing through my own personal training. My sword was not as extravagant as mothers, but it was all I could conjure up in a situation like this. With grace and surprisingly good form we slew the beast till there we're none left. Mother was astonished at our powers and decided that we shall become super heroes, but we needed costumes. She told me not to worry and said that she will make them from scratch. I was curious on how and when we got back home she shown me a sewing machine. She said that this machine is what will help make this possible. She also said that she has a idea on what the costumes will be like, but it will take some time and collaboration on my end to help make this possible. To be honest I hope I don't look too ridiculous._

_05/05 _

_It seems the planning stage is finished. Mother, along with me included finally decided on what the costumes would look like. It seems to be a mix of good old fashion armor mixed in with one of those super hero shows where there are a team of heroes that pose with the background exploding, ride in giant robots that fight villains that were once small now grown to gigantic proportion, and stow away in some sort of secret base. With the plans finalized all we needed to do is to gather materials, make a base of operations, and find a name to call ourselves. The rest of the day we spent on a wild goose chase on fetching the materials mother had written down on a piece of paper. We had to find leather, wool, silk, steel shoulder pads, steel kneepads, steel helmets and some bunches magical string. It wasn't easy, but we managed to acquire them all. We hid the materials in a shed, so grandfather and grandmother don't get suspicious. I'm actually surprised how much I like this idea._

_05/10_

_It was a long difficult process, but mother managed to do it. She managed to create the costumes almost flawlessly. She told me it was because of grandmother's lessons that she even knows how to sew. I became enamored by the idea of being able to sew my own clothing, but I also have other interests I'm enamored by as well. Anyway, staying on topic if there were any problems with the costumes it would be that they are a bit a weird looking with the helmets since we did appropriated them from a nearby armory and they were the classic knight helmets, so they were kinda heavy. The costume themselves came in three parts first there was the under layer which is basically in layman's terms a body suit that came on like a once piece pajamas. The bodysuits themselves are colored differently. I was given a blue color while mother's is red; she said red is the color of the leader which she is. The gloves, boots, and chest piece came on afterwards; being made of black leather they can easily match the colors we have on the bodysuits. After that came the steel pads which to my surprise their sliver sheen gave it a surprisingly clean look. Lastly came the helmets which we tried are best to find the lightest helmet, but what we found would have to do. We tried the outfits on and surprisingly they fit easily on our bodies, we checked ourselves in the mirror and gave each other a look that said 'it's not perfect, but it will work.' Although in my opinion, we should find better helmets._

_05/14_

_Well we definitely left an impression on the people of our town. Not the reactions we wanted, but mother said that starting heroes are viewed as such. I would figure, during this time and age people would glad to have heroes, but I guess the people are very indecisive in what they want. Anyway, I'm writing this from our base of operations which happens to be a cave deep in the woods. Since we lack any actual tech as seen on the shows; I decided this would be great practice in my power over nothing. It took some effort, but I managed to make our base of operations an actual hero base. You wouldn't believe the look on mother's face when I made all gadgets and tech we need. It almost resembles ones from the show; however, I felt my body grow tired from using such ability in a large scale. Mother of course grew worried for my health and told me I should rest. Honestly, I should at least do that instead of writing this entry, but I felt a need to record something. There is something I made a note of as I used these creation powers; I seem to get less and less drained each time I used them, but why? I guess I shouldn't complain, because at this rate I'll be able to create a giant mech for us to drive in and maybe I can help spruce up these costumes a bit. I hope mother doesn't mind, but we need to look are best as heroes. That reminds me; I should practice my magical skills and combat abilities. I noticed that I used tonfas better than a sword, so I should practice with those more. That serpent will have to watch out for the birth of the new and improved Dream Warriors!_

_05/20_

_So, there is more of my kind running around in our town, and they have invited my mother, Joseph and me to meet with them in the Dream Realm. They called themselves dream fairies and they are part of a group called the Dream Society. Their purpose is to protect the waking realm from nightmares who wish to plunge the world into everlasting night. They claim that we have a common enemy and said we should work together. I can understand why they would ask mother and me, but I don't quite understand why they would like Joseph to come along as well. He never really had shown abilities that are similar to mother or my own. I find this very complex and strange, but I guess I shouldn't sell him short; he is a friend of mother after all. I'm now curious what would happen from here on out, but as my thoughts gather together so do these fragments of memory I been having, It happens when I sleep, but as far as I can tell these memories feel foreign yet familiar. I should ask mother about this when there is time._

/

Location: Panic's Quarters

Time: 2:35 P.M

"So, doc…how's she doing?" asked Panic.

"Well…she has suffered light burns to right side of her face and other parts of her body. In addition to having inhaled a lot of smoke and ash, she seems to have recently suffered a mental breakdown." Paranoia then looked to his brother and stared at him.

"Um…why are you looking at me like that?"

"Did you do this?" he asked sternly.

"Hell no, I heard shouting coming from my incinerator as it counted down. Geez, she's lucky that I even have the keys."

"So…you have no idea how she got into your living space?"

"Honestly, I think the she found some sort makeshift secret entrance thanks to this freakin nightmare of mansion."

"I see…"

"So bro…is she going to make it?"

Paranoia went silent; this made Panic worry in his mind. He hates it when his brother does this it always leaves him on edge; curious on what he is going to say.

"Dude, say something"

…

"C'mon you arse this isn't funny!"

Paranoia stood up from besides Panic's bed that he is currently loaning to Applejack. His clothes blood red grew dark signifying that he is about to melt into the shadows.

"Oi! Spit it out already bird brain!"

"Let's just say…be glad that you brought her to my attention as soon as you did"

"What?!"

Saying nothing else he melted into the shadows leaving Panic alone with Applejack. Panic gave out a frustrated sigh as he sat near Applejack on the bed.

"So she's going to live…why you didn't just say it asshole…" Panic looked at the sleeping figure of mare as he examined the damages. Applejack now had some bandages covering a part of her chest area basically covering her breasts, parts of her right shoulder, her forearms, thighs and the right side of her face. "Heh, if it wasn't for the fact that your body is somewhat burnt. I would be totally staring a lot more than I should be."

Panic looked to nearby chair and gazed rather dully at the burnt pile of clothes that had to be taken off when Paranoia was treating her burns. Her jeans, her red flannel shirt, her bra, and her hat just lay there pathetically. By this point Applejack is wearing nothing, but her underwear.

…

"If you guys and gals think I'm going to cut it to a short intermission you have another thing coming." Panic then looked around the room before looking into space again. "And if you ask why it's because I don't feel like it right now." Sighing at the lack of people to ask who he is talking to Panic resumed staring at Applejack who now seems to be having a nightmare. "Aww…how precious; she's having a nightmare. Yeah that can happen when you sleep in the Nightmare Realm/World 'depending on who you ask'"

The nightmare grew worse, for she began to move around the bed with a pained look on her face. "Yikes, it's starting to look bad. Uh…what do I do a time like this?" While thinking Panic took another shameless peek at Applejack as more of her body is exposed from the blanket being shifted by her movements. "Well that obviously didn't solve anything. C'mon brain think, think!" After a brief moment of thinking a light bulb appeared above his head as he brought up a nearby chair and started whistling the tune of 'Twinkle, Twinkle Little Star.' His whistling is strangely calm and soothing. He kept whistling until Applejack calmed down and went back into a peaceful slumber. Hopping off his chair he fixed the blanket back onto Applejack's half naked body all the while chuckling to himself, "Hey fraulein, if that nightmare freaked you out you should see yourself right now; it hilarious."

*Knock, knock*

Hearing the knocking on his door Panic called out to the door, "Come in!" Getting confirmation the door opened and what walked inside are two girls who are equal in size; with one wearing a red harlequin outfit while the other is wearing a black maid outfit.

"Girls! What brings you two here? The show doesn't start the next ten minutes."

"Daddy, we wanted to check on pony you found in the incinerator."

"Mostly, to see if she made it or not."

"Aw…you girls." Panic then looked back to Applejack and spoke to her unconscious body not expecting an answer, "Yah hear that? My little girls are worried about you; even though you never met. Ain't that grand?"

"Can we see her daddy?"

"Yes father, I would too like see this mare."

"Now, now girls she's going to need her rest. Besides, I don't think she's ready to meet you two yet; I want it to be a surprise."

"So, who is she daddy?"

"Ah, she's one of our challengers who are trying to win their friend back. I went easy on her and a friend of hers on the first challenge."

"So, is that's why Carl came back all dented? You let them win?"

"Girls, a good performer does not use their best tricks until the right moment comes; she and her friends have yet to see all the tricks I have to offer."

"So you're luring them to a false sense of security; impressive father."

"Yeah! That's our daddy!"

"Ah…c'mon, you're going to make me blush." Panic then chuckled lightly; he enjoyed spending time with these two especially since they are both his daughters and he will love them for as long as he can.

"You know daddy, if she wasn't wearing those bandages over her face I would say she's very pretty."

"Heh, pretty wouldn't be the word I would use, but she's a tough gal I'll give her that much."

"Then what word would you use father?"

Panic looked back to Applejack and thought back how she looked physically. Tough, well built, and still hot; better still she's the bearer of the element of honesty something he considers a plus, for she in his eyes a warrior of truth like himself. However, she took a different path then he did and that's what intrigues him. He thought back when he antagonized her about being the bearer of honesty and calling it a fat lie. He felt a slight tinge of regret of saying that, but it's what he does for both a living and for fun. However, during the great length of his career he never felt any regret tormenting and angering his prey, but she was different. Maybe it was because they share similar feelings about lying and those who will lie to hurt others, yet they are still so different.

"Father? Your answer?"

"Huh? Oh right…I would use…different…"

"Different?"

"Daddy you're terrible with words."

Panic somewhat offended by the comment walked over to the pile of damaged clothes and gathered them into his arms, "Right…anyway daddy needs to make our guest some new clothes; since most of hers are somewhat destroyed." He then picked up Applejack's signature hat and looked over it; apparently it escaped the worse of the heat, but he took it anyway in order to make some 'improvements' to it. "Daddy's will be busy for the time being, so I want you two to practice you're routine back at the big top; alright?"

"Alright…" the unnamed duo said simultaneously.

"Good, now scurry off; our pony friend will need her rest. She is sleeping in the room of yours truly after all and she may need some time to…'adjust'"

His daughters nodded their heads and ran off through the door with Panic soon following after them while carrying the clothes. Before he left the room he took one last look at Applejack before quietly closing the door; leaving her to sleep while her friends continued to look for her.

Elsewhere…

Rainbow Dash and Rarity gave up on going through the door that took their friend after they couldn't hear her screams anymore. They returned to the woodshop and decided together that they wouldn't leave until they found Applejack. They searched the work place, but found nothing. Moving pass the changing room they found themselves in a hallway with a fork in the road leading into three separate directions. Oddly enough the fork is labeled giving the two mares a choice on where to go. The left direction led to a carnival, straight led to the bedrooms, and the right direction led to a boutique much to Rarity's excitement. The two mares had trouble on deciding where to head, but suddenly they heard footsteps heading in their direction with nowhere to hide they decided to run to the left direction heading towards the carnival not aware that their friend is actually in the direction where the footsteps are coming from.

"Huh? I thought I heard something." Panic said as took a small pause and looked around. "Damn it girls…eh whatever; this cowgirl need some threads and I'm the only varmint in this side of the nightmare realm that can do it!"

/

Location: Big Top (Inside)

Time: 2:45 P.M

Exiting through the door, the duo found themselves inside a large tent surrounded by rows and rows of seats, but what gained their attention was the two people practicing their act together. Rainbow Dash and Rarity hid besides some barrels and watched from afar; hoping to not be noticed by the two nightmares. They both notice that they are wearing the same harlequin and maid outfit they found in the dressing room.

"Alright sis, launch me!" said the harlequin. The maid next to her nodded and placed her hands on the ground with the crimson jester stepping onto them. After a brief pause the maid in an incredible feat of strength launched the harlequin high into the air nearly reaching the top of the tent in less than three minutes all the while performing spins and flips.

"Eh, not bad…" Rainbow Dash quietly said as she watched the spectacle. Despite her natural pride she actually is impressed that the duo is capable of such feats; granted she could easily do better and give these two tips on how do awesome tricks in the air, but as of now she doesn't know if these two are friendly or not.

Heading down thanks to gravity the harlequin dived at a nearby swing hanging near a large pole and grabbed onto it. Using the momentum gained from the fall the harlequin swung through the air halfway before letting go and shooting a large grappling hook out of her sleeve that hooked onto the platform of the other pole and effortlessly threw herself onto it; landing on her feet with a pose.

"HOW DID I DO?" the harlequin yelled due to the height of the platform.

The maid gave a visible sigh before answering, "YOU DID GREAT SISTER! CAN YOU COME DOWN NOW? I NEED TO PRACTICE!" she yelled back not liking the fact she needed to raise her voice.

"GOT IT!" hooking onto the platform once more she rappel her all the way down the pole all way to the ground. Once her feet hit the ground, she pointed to the barrels causing Rainbow Dash and Rarity to freeze in place. "Hey sis, I saw something colorful hiding behind the barrels. I wonder if they're friendly?" Rainbow Dash cursed her colorful mane and looked to Rarity wondering what their options are. They knew they had to think fast, for they heard two sets of feet closing in on their location.

"Gah…what should we do? If we fight then we might attract Panic's attention, if we run we might run into him anyway." explained Rainbow Dash.

Rarity pondered for a moment, to her it seems the only option is to confront them. Hopefully they are friendly as well, "Let's just talk to them, perhaps they aren't as bad as their father"

"*sigh* I sure hope they aren't" The two got up from their hiding spot mildly surprising the harlequin, but the maid look ready to attack at a moment's notice. "Uh…hi?" Rainbow said nervously. With the two daughters of Panic now within close range they can see what they looked like up close. The harlequin sported short violet hair, red eyes, fairly brown skin and some black markings around her eyes and lips completing her clown visage which made it easier for her to stand out thanks to the combination of colors. Her sister on the other hand has much duller color scheme in comparison. Her long hair is almost the dark as night itself with the bangs covering her eyes hiding them from the rest of the world, in addition her skin is pale as if it never seen the light of day. In every way the sisters are opposites of each other in everything but body type, for both physically look fourteen years old.

The harlequin recovered from her initial shock and returns the greeting, "Hi! You must be the other ponies taking my daddy's and uncle's challenge. My name is Tricky and this here is my sister Emily also known by her stage name Iron-E."

Rarity raised a brow upon hearing their names, but remembered who their father is and let it pass, "My…what creative names your father has given you. As of courtesy, my name is Rarity and my colorful friend here is Rainbow Dash. It's a pleasure to meet you both"

"*whistles* aren't you the text book definition of a lady. Sis here says I should at least adopt some rules of being a fair lady, but it really doesn't suit me yah know? I mean I respect people like you, but it ain't me"

"Well I appreciate your honesty about being lady like, but you don't have to worry about acting like a fair maiden Tricky, for true beauty shines even the most unexpected places."

"Huh…right, well what brings you and your friend here? Last time I checked you are not allowed here."

"Believe me when I say we would like to get out of here as soon as we can, but we are looking for a friend of ours; her name is Applejack have either of you seen her?"

Tricky blinked for a few moments before looking at her sister with a nervous expression etched in her face. "Uh…yeah but…"

Rainbow Dash and Rarity furrowed their brows at the answer, "But…what?" asked Rainbow Dash.

"I…uh…well…" Tricky tried to form an answer, but found she was unable to answer for Emily placed her hand over her mouth.

"What my sister is trying to say is that she is our father's bedroom, but what she doesn't want to tell you is that she is was in terrible condition when father found her. So, as of now she is recovering from the incident with the incinerator."

"Incinerator!?" Rainbow Dash and Rarity yelled at the same time.

"It's intriguing to say the least. Just how did she get there? The only way to the incinerator is through a door in the woodshop. This is really puzzling."

Rainbow Dash and Rarity looked at each with surprised looks on their face. The last time they saw their friend was her entering through a door and hearing her screams behind said door before everything went silent. But one question still burns vividly, what was inside that room, and how did it lead to the incinerator?

"Can you take us to her? As her friends we need to see how she's doing." Rainbow Dash said with a concern look on her face.

Tricky stood on one leg and begin to ponder a answer, "I'm not sure…daddy said she needs her rest and no one is allowed in his room except for himself until she gets better."

Rainbow Dash mentally sighed she knew that these two won't let them see Applejack. Being daddy's little girls they will do anything their father tells them. _"Well, at least to an extent; Tricky looks to be the mischievous type, so she might be more willing to break the rules, but Emily on the other seems to be a stickler for the rules. Maybe we can convince them somehow?"_

"Are sure you can't let see our friend? Like I said before we just want to see if she's okay we won't bother her at all." Rainbow Dash then winked at Rarity, telling her to follow her lead.

Getting the hint Rarity played along "Also did your daddy really say we couldn't come into his room?"

Tricky, returning her raised foot to the ground scratched her head sheepishly "Well…technically he didn't tell us, but…"

"We assume that is what father wanted seeing as he is putting her recovery as top priority. But, I suppose visitors wouldn't hurt. However, we are not responsible for any punishment that would befall either of you." Emily finished.

Rainbow Dash gave a small smile. This is going better than she thought, but if what they say is true, they may have to leave her where she is "So can you take us to her?"

"Not really we need to keep practicing for a new act of ours, but if you want to get to daddy's room just go back the way you came and take a left. You probably saw sign that said bedrooms, so if you see that you're heading in the right direction. Once you reach the end of the hall there are two doors; one is our room while the other is daddy's. You'll know which one is which when you see it." Tricky said in an eerily cheerful tone.

Though a bit off putted by her tone the two ponies flash her a grateful smile and voiced their thanks as they left the two daughters and return to the hallway where they once came.

"You think they will run into daddy?"

"I believe it's a guarantee. Regardless, let's get back to practice shall we?"

"Yeah! I'll set up the burning ring!"

…

Taking the sisters directions Rainbow Dash and Rarity took a left turn in the hall they were in and continued walking that direction. All the while sharing their thoughts on the daughters of Panic.

"They seem nice…as strange as it sounds" Rainbow Dash said as she mulled over her thoughts about the two. "Definitely better than their dad that's for sure."

"They're nice children for sure and they do complement each other very well with their personalities. Although, I do wonder who their mother is. I doubt she will be thrilled with the idea that her children are participating in such dangerous high flying acts." Rarity added.

"I bet it's somebody nearly as crazy as he is. I mean, what kind of person would what to hook up with that?"

"Well the children have seen some sort of discipline, so maybe their mother is an lady of a high caliber or perhaps Panic is an actual good parent?"

Rainbow Dash thought back to her encounters with Panic and the personality he constantly shown gave her doubts, "Somehow I doubt it…"

"Perhaps…"

Getting to the end of the hall they found two doors, one that looked completely normal with nothing remarkable about it and the other that appears to be heavily decorated with paint and a keep out sign taped to the front of it. Seeing the obvious they turned to the normal door and opened it. Entering through the door they were met with a rather fancy looking room. Most of the furniture is colored red with either yellow or black sub colors. The duo raised their brows; they weren't expecting Panic's room to look this well kept and immaculate.

"Huh, I was expecting something more…I don't know…clownish?"

"He certainly has fine taste; just look at all this furniture. I could only imagine how expensive all of this is."

Rainbow Dash actually couldn't care less on the actual amount bits or whatever they use as currency in the Nightmare Realm spent on the room. She's just wanted to find Applejack and hopefully get her out of here. Remembering what the sisters said Rainbow Dash along Rarity gravitated towards the bed. When they got to the bedside they both had to hold their gasps as they saw the current condition their friend is in.

"Oh my…"

Rainbow Dash felt her anger rise; she already knew what happen, but she didn't expect see her friend like this. However, her rage subsided as she heard soft breathing coming from Applejack showing that she is still in a stable condition. Rarity heard the breathing too gave small sigh of relief, "Thank goodness, she still stable…but still I dread to imagine what she may went through."

"Yeah…"

Suddenly, the door they entered through opened and stepping through is Panic himself carrying what would be a pile of clean clothes. Panic stop in his tracks as he saw the two mares; both made eye contact with each other, neither broke away. Rainbow Dash's anger flared up again upon seeing his face; a thought pass her head that she should take her anger out on him. Rarity simply froze in place; not sure what to do. She knew that there wasn't a known way they can fight him, so she hoped they can talk their way out of this situation. Panic on the other hand mentally sighed; to him it seems like the problems keep adding up for him, but he already knew why they are here he simply wants to know how.

Neither spoke a word and stood there; waiting for the other to make a move. Having enough of this silence Panic decided to break the ice by speaking first, "So…how did you two get here?" he asked.

"Wouldn't you like to know?" Rainbow Dash answered aggressively; having no patience for the nightmare.

"Yes I would…that's why I asked, Dashie…"

Hearing her name called out in that manner immediately cause Rainbow Dash to charge straight at him. "Rainbow Dash wait!" said Rarity trying to stop her friend from attacking the prepared nightmare.

With a small smile, Panic threw the clothes into the air and spreads open his arms as if he was going to catch the multi-colored Pegasus mid run. However, instead of trying to ram him Rainbow Dash threw out a kick in an attempt to hit him before he do one of his tricks, but sadly, she simply passed through him. "Darn it! Not again!" Casually, Panic let clothes fall right into his arms as he made strides towards the bed. Trying again Rainbow Dash charged once more at the nightmare, but with a small motion of his free hand she immediately found herself wrapped up in numerous strands of wire that are hold her place like a spider's web. "Grah! What the hay!? What's going on?!"

"How kind of you to ask Rainbow Dash let me explain, you see that small moment that I went intangible and let you pass through me…I already set up over three hundred strands of steel wires that you graciously tangled yourself up in; all I had to do is pull…"

"The heck?! Three hundred strands in just a few seconds?!"

"A good performer doesn't use his best tricks first, so consider this a sneak peak."

"Rah! You better hope I don't break out because once I do I'm going to give one heck of a beat down!"

Placing the pile of clothes on a nearby chair Panic faced the tied up Pegasus and made eye contact before speaking, "Calm down madam hot head what have I done…in the last few minutes to deserve such anger?"

"You're the one who threw Applejack in the incinerator, didn't you!"

"Look Dashie…"

"Do not call me that!" Rainbow Dash screamed.

Panic felt his ears ring from the sheer volume of her scream, but recovered from it quickly, "Geez did I touch a nerve? Anyway, I didn't do jack shit to your friend as a matter of fact I did the opposite; I saved her life!"

Rainbow Dash and Rarity eyes widen as they both look at Panic in surprise, "What?!"

"Hey, did I stutter? Yes, I heard her pleas for help in that wood burner and I'm the only one who can open the door when the countdown is initiated, so she couldn't have gotten out of there without my help. But, answer me this…how did she get there in the first place? I would certainly like to know, so we can avoid incidents like this the future."

Suddenly a nearby voice spoke alerting everyone to its presence, "Would y'all mind? I'm trying to get some sleep!" The owner of the voice belongs to none other than Applejack; who just recently had her sleep disturbed by the ruckus. "What are y'all staring at?" she then blinked a couple of times as she saw Rainbow Dash, Rarity, and Panic all in the same room with the former being tied up. Confused she constantly shifted her eyes from her friends to Panic and repeated this three times before stopping on Panic whom is waving at her with a smile, "Am I still dreaming?" she asked.

"More or less" he responded with a hand gesture. "But if I were you. I wouldn't look under the blanket or a mirror for that matter."

Ignoring his advice and still very confused by her situation took a short look underneath the sheet before instinctively covering herself up, "Ah! Where the heck are my clothes!?"

Panic gave out a frustrated sigh; he already knew where this is heading and the situation already looked bad enough, so he is going to solve this problem the only way he knows how. Amongst Applejack's rambling he pulled out a recorder and rushed to her side. Just as she was about to shout his name; he held her down with his left arm and positioned the recorder near her ear.

"Let go of me!" she yelled as she struggled against Panic's grip. Rainbow Dash upon seeing the act struggled against her bonds, but to no avail. Rarity tried to act, but as soon as she got close to Panic his head turned showing his half mask to her as a single glowing red stared back at her freezing her in place.

"Don't you dare…" he said coldly. Panic then pressed the button on the recorder and during the commotion nothing was heard, but then Applejack's movement slowed and eventually she fell back to sleep. Pressing another button he returned the recorder back to the pocket he pulled it out from and released his grip from Applejack's body.

"What did you do to her?!" screamed Rainbow Dash as she struggled furiously.

"*sigh* Just doing what the doctor recommended; she needs some sleep!" Panic responded angrily. Rainbow Dash looked at Panic with intense anger as she tried to calm herself down.

Rarity being the poor mare caught in the middle of this regained her movement, "Um…how did you get her to fall asleep again? Considering the racket we were making I'm surprised she went back to sleep at all."

"I have a recording of my brother Paranoia's 'Would you kindly go to sleep' line. Apparently, is just him saying the phrase sends anyone no matter how much energy they have to snoozeville. The reason I used the recording because she was getting too hysterical; she might have opened some of her wounds according to my older brother."

Rainbow Dash gave him a disbelieving look, "Hold up, are you saying you're trying to take care of Applejack?"

"No, I was going to ship her to museum to be displayed like a mummy. Of course I was taking care of her!"

"But why? Aren't we I don't know enemies?"

"Ai, mensa you obviously don't know the job description of being a nightmare. But, regardless I would like to know how the hell did you three get into my section of the mansion and how did she end up inside my incinerator?" he asked as calmly as he can. "And remember no lying; I hate liars and I can tell if you're lying." With twist of his wrist Panic called back the threads thus releasing Rainbow Dash from her bindings.

The sky colored Pegasus stared down the nightmare, but knew it was pointless in fighting him so she decided to explain, "Fine…look one of our friends discovered small door underneath her bed, so we came up with a plan to distract one of your brothers while three of us went down the door and check if it lead to a way out or something."

Rarity continued explain the plan, "Sweet Fluttershy, offered herself to be the distraction for one of your brothers or rather your older brother Paranoia who seem to be delighted by such an event. Once they left that's when we sprang into action; heading down a ladder that led to a rather stuffy closet we found ourselves in your wood shop."

"We pretty much snooped by that point, we actually had a close call in the dressing room. We were almost discovered by your daughters." After saying that she had to hold in a smile as Panic mouthed a small obscenity. "As we continued searching around we found some of your creepy mannequin's parts and found some compartments in some of the parts."

"Indeed as pony who works with these lifeless models I found it really strange to have these empty pockets in the mannequins especially since it's not for the stand that holds them up. Regardless, after seeing that rather strange sight we found your metal shop and goodness we weren't expecting full blown metal refinery with a cave to extract ore from. However, the more shocking part is that you were making metal mannequins parts which are something unheard of in the history of making mannequins."

"But, here comes the weird part. When we were looking around the place we found a door and written next to it is the word failures. We didn't really understand why, but when we got close to the door we suddenly couldn't breathe! Rarity and I manage to get away from that weird door, but Applejack opened it and walked straight inside with weird look on her face; it was like she was hypnotized. The door closed behind her and locked itself; we tried to get the thing to open, but it wouldn't budge. Eventually we heard her screaming in there and we tried to bust the door down, but suddenly we didn't hear her screaming anymore causing us to panic and try even harder to break it down."

"However, the door would simply not open and after a few hours we decided to look around your shops again hoping that we will find Applejack. We accidently ran into your daughters in the search and they told us that she was in your recovering, so we took their directions and I suppose that ended where we are right now."

Panic was silent throughout the entire explanation as he closed his eyes and stroked his chin in deep thought. He already knew that they're telling the truth, but the fact that stood out to him the most is the door marked with the word 'Failures.' To him this isn't the first time he heard of it; fellow nightmares warned him of its existence, but when tried to look into it himself the door wasn't there like they described.

"So…you saw this door in my workshop and your friend over there just walked in. Yeah…you two ain't lying."

"So you've seen the door as well?"

"Not really, but I heard of it from my employees or rather when I still had employees."

"You had employees?"

Panic gave a frustrated sigh, "Yes…I used to have employees and the door in question is the reason why these workshops of mine are only run by me. Thankfully, my performers stay at the carnival, so I at least I still have income at my shows. However, this makes production of puppets for the puppet shows rather hard since I'm the only one who can create these blocks of wood into the wonderful works of art they are meant to be. But, I'm rambling and lying…I can easily mass produce puppets without help, but I still find it a minor inconvenience anyway."

"So…what are you going to do with us?" Rarity asked nervously as Rainbow Dash took a battle ready stance.

Panic's then tip his hat covering his eyes in shadow, "Well seeing you guys and gals have a challenge tomorrow against my younger bro Fear or I rather I like to call him El gassy murete. Anyway, I ain't going to do anything to you two lovely ladies because you're going to need all the fire power if you're going to take him on. From what I heard your two princesses had to use more of their power just to take him out, but even that wasn't enough to make him stay down; you know what I'm talking about right?"

The two mares looked at their feet and each other as they both remember that traumatizing event where a burnt Fear showed up at their campsite and threatened to kill Rarity if Spike didn't come with him. The white mare in question unconsciously felt her neck as the feeling of the nightmares grip around her throat never left her memory. But, despite that there was a silver lining; Spike showed her how selfless he can be when the cards are down and willingly handed himself over to the brutal nightmare so that she can be spared.

"Also just so you know, if it came down to it, he would have actually killed you. His orders were to take the dragon through any means necessary, and to him that means anything in his way is good as dead. Sure he would be reprimanded by the man in charge, but…you know when you have the best doctor in the world stuff like this can slide."

The two mares stared at Panic with disbelief; the younger nightmare is even more dangerous than they previously thought. Seeing the mares expressions brought a smile to Panic's face, for he was holding information from them on purpose. Seeing Panic's smile Rainbow Dash regained her composure and furrowed her brows as she returned Panic's grin with a scowl, "Wait a minute! Is there something you're not telling us?"

"Maybe…am I the obvious? Oh wait, yes I am, on purpose! You see el gassy murete wears body armor over his chest; this has been designed by my bro Paranoia to 'protect' him from harm. If you want to actually want to start hurting him then you would want to break it, for it would put him in a really 'bad' situation."

"How is that a risk?"

"Why don't you break it and find out?"

Rainbow Dash looked at the nightmare with disdain; he is willingly telling them a way to beat his own brother, though as useful that information is; he is betraying his own brother, "Fear is your brother right? Why are you telling us this?"

Panic smile grew wider, "Because I want to see a show tomorrow, and besides you want your friend back don't you? Then what does it matter to you?"

Rarity became appalled at his words and saw Rainbow Dash was doing her best not to run up to Panic and punch him, "How horrid, you truly are a low life. Spilling your brother's secrets all just for the sake of a having a show."

"Heh heh heh, yeah well what can I say? I love my brother, and he gone so long without a good fight. I consider this a way of giving it to him."

Any remaining thoughts of good in Panic are now wiped from the thoughts of the two mares, but instead a rather an odd mix of disgust and confusion took its place. Confused from the constant change from helpful and kind to threatening and horrid they were not sure how to talk to him.

"Well, whatever we're just going to leave if that's okay with you, and we will be taking our friend with us." Rainbow Dash said as she walked towards the bed, but before she got close to Applejack she immediately had to take a small hop backwards to avoid a swipe from Panic's claws. "What the hay?! I just want my friend back!"

Panic waggled his index finger, "Auh, auh, auh…I regret to inform you that she will be staying with me until she is fully recovered, so yeah…you will be returning back to your room without her."

"You can't do that!"

"Actually I can, Oh girls!" with a snap of his fingers two figures appeared behind Rarity both with dark threatening auras.

"You called daddy?"

"What is required of us father?"

"Ah!" Rarity yelped in surprise from the sudden appearance of Tricky and Emily.

"Yes my beautiful children I have a job for the both of you. These guests of ours have over stated their welcome, do you mind sending them on their merry way?"

"With pleasure!"

"Consider it done"

Suddenly with quick reflexes Tricky grabbed hold of Rarity's arms and pulled them behind her; placing her into a hold. Emily tried to do the same with Rainbow Dash, but she quickly got out of the way and created space between them, "Look I don't want to hurt you Emily. I know you're doing this out of love for your father and I understand that, but I'm not leaving my friend in your crazy father's care!"

"You shouldn't worry about your friend Rainbow Dash father is very hospitable towards guest, but I suggest you stop resisting or else my hand will be forced."

"Sorry, but you know that's not going to happen."

"Then you leave me with no choice…" Taking a fighting stance Emily then ran towards Rainbow Dash and tried to strike with swift punches and kicks, but Rainbow Dash proved to be too quick for her with her fast reflexes and deftly dodged all of her attacks. "It would seem you're much quicker than I anticipated, but you're not returning my attacks with your own. You are aware I won't stop until I complete my objective and restrain you."

"Like I said I won't fight you; my fight is with your father and uncles."

Emily stood silently Rainbow Dash slowly taking in the words she said, "Your parameters will not help you wrestle your friend out of this room. I would suggest fighting back, but you seem dead set on refusing to fight me. Does that mean you will leave peacefully?"

"No…I can never leave a friend behind…so the only way I'm leaving out of this room is over my dead body."

Tricky and Emily stared at the colorful Pegasus with awe; they were struck speechless by her fierce loyalty to her friend, but unwillingness to fight someone who is not involved in the struggle. "How…admirable I would have done the same for my sister, but father's orders…"

"Eh, forget the order my little girl." Panic then walked beside his daughter gently placed a hand on her shoulder.

"Father?"

"There is no need to fight if there isn't a battle. Sure I was hoping that you can restrain our guest, but I'm starting to see that your will to fight is wavering. No need to force yourself to do something you don't want to do; besides daddy has a plan B." Suddenly a second Panic appeared behind Rainbow Dash and pulled her arms behind her back and forced her to the ground.

"Ah! Grr…."

"Well I suppose that's enough excitement for today don't you think? Now get out of here before you actually break something." With another snap of his fingers a shadowy portal opened up in front of Rainbow Dash. "Now can you please return the guests to their room? I'm a very busy man I have things I need to do."

"Got it me!" the second Panic said gleefully.

"I got it handled daddy!" Tricky responded in similar a fashion.

Bringing the two mares to the portal they got ready to kick them into the portal, until the real Panic stepped between them and got near their faces, "Oh and one more thing when you two get back to your room I like you to send a message for me."

"Forget it!" Rainbow Dash said in defiance.

"No I think you would want to hear this. When you get back, tell your Princess Luna that I'm…sorry" he said solemnly much to the surprise of the two mares before they were kicked through the portal and disappeared into its depths. Shortly thereafter the Panic clone exploded into a cloud of red smoke leaving the real Panic in his room alone with his two daughters and unconscious Applejack. With a heavy sigh Panic sat on the edge of the bed as he relax his stressed out mind.

"Daddy, are you okay?" Tricky asked with worry in her eyes.

"No my little angel I'm not fine rather daddy is a bit stressed at the moment."

"Is there anything we can do?" Emily asked with concern.

"Maybe some alone time would do me some good."

"Should we bring you something?"

"Some fruit punch would be nice"

"Consider it done. Tricky let's go"

"Got it!"

With an objective in mind they left the room leaving Panic with his thoughts, "They are such good kids. I really don't deserve them, but they are the only ones who understand me and they need me as much as I need them. Huh…I wonder this is how Paranoia feels."


	26. Chapter 26

Chapter 26: Down Time

Author Notes:

Finally this chapter is finally finished. Though this is filler sadly and I had to delay the action till the next chapter, but don't worry it's coming you just have to wait. Despite being filler there is some side story to be found if you were keeping up. Anyway on a side note I found myself having to correct a naming mistake on one of the pony characters much to my embarrassment. Those who have been reading already know who am I talking about, so be prepared for some edits in past chapters. Anyway anyone seen the new season two episode premier? I did and it was funny in my opinion, but of course most of you have different opinions and I respect that. Anyway I hope the rest of the new season is just as entertaining. So…I hope you enjoy this chapter and don't be afraid to tell me what you think of my story so far. I'm trying to be better at writing stories, so some constructive criticism will be helpful even if it's just a morale boost. Now you may read at your lesisure.

/

Location: Twilight's Guest Room

Time: 4:24 P.M

While the craziness of the events that befell her friends continues to place them into problems Twilight remained blissfully unaware resting on her bed with a stack of books nearby. All the books are about different elemental spells one of which she is currently studying is called _Fire Magic Vol.1: Sparks and Embers_. Fredrick allowed her to pick out some books from his library to help further her understanding of offensive magic. She scrutinizes every page, soaking in every sentence and memorized each example shown in the text.

_Ember: A weak fire spell that shoots a small contained flame. Far from being the strongest fire spell this magic makes up what it lacks in strength in versatility. Because of its low mana use many spellcasters found this spell invaluable in survival situations. Pyromancers, the founding magic users of fire spells claim it makes a nice hidden ace if there is a nearby flammable object._

_Spark: A utility fire spell that is completely useless in a fight, but great for lighting fires and torches. Weaker than ember and even less costly in mana this spell is best used purely for distraction and lighting things on fire._

"Interesting…so I can use either spell as a way for setting flammable objects on fire with minimal mana drain. Hmm…the possibilities are endless with such simple spells." Twilight continued reading the pages of the book running into various beginner fire spells some of which she went over with Fredrick back in the training room. Other spells she came across included Fire Walker, Fire Spout, Flamethrower, etc. She frowned a bit at the lack of creativity for the names, but guessed that founders wanted to keep it simple. Twilight sighed a bit in frustration; as much as she wanted to test out these spells she can't do it in her room without running risk of setting everything on fire. Seeing no current need of the book she closed it and placed it on a drawer next to her. The excitement of learning new spells appealed to Twilight, but at the same time she wonders if her friends are okay. She asked Fredrick if the challenges would be too dangerous for her friends, but he always brushed of her concerns by saying that he won't give them anything they can't handle. Twilight felt conflicted she wanted to cheer her friends on, but if they beat two of the challenges then she would have to leave without helping Fredrick. She didn't want to leave him to his inflictions, but how was she going to explain to her friends that he needs her help?

"Maybe…I can ask Fredrick for some time to talk to my friends. I mean they're still in the dark about my situation and I do want to explain what's going on behind the foalnapping and sinister antagonism. They're not bad people it's just their job to test beings that met their requirements and bring out the best in them. Although, I wished they chose a better method then intimidation and deceit." Sighing she picked up another book titled, _Darkness: Mastery over Dark arts, The Complete Edition._ Dark magic, Princess Celestia gave her only a brief mention on what dark magic is and how if not used correctly can lead the caster to become corrupted by power, the only known example of this is the former crystal tyrant King Sombra. Twilight shuddered at memory of the ghastly specter knowing that if they didn't stop him from reclaiming the crystal kingdom; calamity would surely have befallen all of Equestria. She took a moment to consider opening the book unsure if she's ready to explore the area of dark magic. Curiosity taking the best of her she cracked open the large book and in the first page it showed all people who contributed to the book.

"Special thanks to Mendri, Pokus, Omega, Boog, Fredrick, and Wizzy for making this book possible…" Seeing Fredrick's, Boog's, and Omega's names in the book didn't surprise Twilight considering the nature of who they are, but she was unfamiliar with the other names,"So everyone who contributed to this book has a mastery over dark magic, but just who are the other people? I'll ask Fredrick about it later…"

Turning the next few pages she found the introduction of the book, _Darkness…the opposite of Light, but just as powerful. In the eyes of fiction dark magic is feared and those who practice the arts are often under the influence of evil or evil themselves; however, this isn't completely true. In reality, those who fuel this notion are those corrupted by their own negative emotions, for you see like all other types of magic it's influenced by ones emotions. Unlike the elemental magic that makes up our world Light and Darkness are magic's of the soul hence why the emotionally unstable seek either Light and Dark for their own ends. As it stands it's not light or darkness itself that corrupt, but the feeling of power granted from wielding such magic. So as a word of warning do not attempt to practice any of these spells unless you are currently training under a sorcerer or other spellcaster that has experience with the dark arts. With this said enjoy your plunge into darkness and come out of it a bit wiser. –Omega, Arch Demon God of The End_

Twilight then turned the page and reached the first section of the book, _Section 1: Curses, Hexes, and Dark blasts._ "I can already tell this book is going to be interesting."

/

Location: Guest Room (Girls side)

Time: Shortly after being booted by Panic.

"Whoa!"

"Ah!"

Rainbow Dash and Rarity crashed into the soft carpet floor skidding a bit before coming to a complete stop much to the shock of their friends. The female duo groaned in pain after picking themselves off the floor and dusting off their clothes. Pinkie and the rest of their remaining female friends gathered around them wondering what happened.

"Whoa, what happened? And where's Applejack?" Kiki asked with curiosity and worry.

Rainbow Dash sat on a nearby bed as she gave a frustrated sigh and began retelling the group what happened with Rarity adding her thoughts in the events. The group gasped in surprise that Applejack was capture and is recovering in Panic's room. Another thing the group became surprise by is that Panic has two daughters whom he loved dearly.

"How is Applejack doing?" Kiki asked, quite worried by the humanoid pony condition "Did Panic do anything to her?"

"No it was more of a misadventure on our part. Panic said he wasn't aware of the door we found, so we can't really blame him." Rarity responded as she thought back to the strange door that tried to suffocate her Rainbow Dash and Applejack.

"Weird, how can a door do that? Last time I check doors are only meant to be open and closed not be possessed by some sort of paranormal force." Pinkie added much to the jaw dropped expression of her friends. "What? I read some of Twilight's books that surround ghosts and other spookys, although they looked untouched."

"Is it just me…or did that just made sense?" Nurse Redheart said as she snapped out of her shocked stupor.

Being skeptical Rainbow Dash added her thoughts, "Ghosts, no way. I bet it was just one of Panic's traps."

"I don't know Rainbow Dash…if it was a trap we could have easily avoided it. The condition of that door was a tell tale sign that there is something wrong with it."

"*sigh* Yeah your right, but that still doesn't explain how Panic found her in the incinerator."

"It's likely there's a way there from that room." Luna added, "Did you two manage to see what was inside the room?"

Both mares shook their heads, "Nope, whatever was choking us prevented us from getting near the door."

"Then Pinkie must be right, maybe there is some paranormal force at work." Kiki said, "I mean think about it. Panic said he never seen the door, but was aware of its existence thanks to his former workers. When he tried to check it out it wasn't there, so maybe this door has something to do with him."

"Or maybe he lied about seeing the door and created it as a trap."

"But if that's the case why would he scare off his own workers? Look hear me out, I heard many terrible things about Panic back in the Dream Society, but intentionally making a trap to those he work with isn't one of them."

"I have to agree with her Rainbow Dash, my time with the brothers were small, but Panic didn't look like the type to backstab his own allies. Especially since you and Rarity told us that he is taking care of two daughters." Luna added, "It shows that he holds family in high regard, but if there is a paranormal phenomena from the door, just what manner of spirits are involved? Vengeful, lost, bounded, or haunting?"

"Well it doesn't matter now, since tomorrow we will be dealing with Fear in a fight."

Luna and Kiki shook a bit from the mention of his name, "Oh no…" Luna said in worry.

"Oh no is right, we couldn't even get close to the guy when we first met him."

"Quite right, the brute…had me by my neck and threaten to kill me if Spike didn't hand himself over. I…was truly scared by that beast of a man, his glowing yellow eyes are terrifying to behold for sure." Rarity did her best to keep her cool from the unpleasant memory as Rainbow Dash gave her a few pats on her back to help ease her mind.

"That's not just it my little ponies. Me and my sister fought him like planned before, but as we said before he proved to be not be just stronger as we thought, but he also proved to be crafty as well. My advice to you ponies is not to underestimate his slowness that can quickly change during the fight, for he will start to move faster and become more aggressive. He is also has experience in combat, for he was easily able to fight of my sister and I's magic blasts while fighting off the royal guards. We managed to defeat him when he was distracted for a brief moment, but considering he got to your camp anyway I suggest you keep your guard up around him there is still much we don't know about him." Everyone grew silent, they really didn't like their current chances with Fear.

"Actually…I have a few things to add about Fear" Kiki said gaining everyone's attention.

"You do?!" Rainbow Dash, Rarity, and Luna said in surprise.

"Yeah…I look into the nightmare data base time from time back at the Dream Society. In addition to all that you mentioned princess, Fear is called The Littlest Titan by us and the reason is well justified. You see, despite his size Fear is as strong as a titan and has the body to match one as well. Not much is known about him personally, but he is also infamously known for having a bottomless stomach and food is usually at the fore front of his mind according to most sources. In addition he is usually seen wearing a strange yet very durable chest plate along with all the chains that are draped around him."

"Indeed…we have seen this strange chest plate, but it looks like it does more than protect his body."

"Yup, the fairies back home are still trying to figure out the reason why he's wearing it considering his skin is tough enough on its own."

"Really? Because when my sister and I defeated him, he left shards of glass that turn into a powder. Do you have any explanation for that?"

Kiki took a small pause in order to process the data that is her memory, "Hmmm…no this is new information to me. Can you explain what happened exactly during your fight with him?"

Luna nodded as she explains the entire fight and how she and Celestia beat him down with their magic which ended with Fear being burned to a near crisp. She also mentioned that her sister collected some of his skin flakes which had the same composition as glass before becoming sparkling dust.

"Interesting, I may not be the smartest tool in the shed, but from what you told me it would seem that his skin changes into something more brittle when his adrenaline increases."

"So, what does that mean?" Rainbow Dash asked confusedly.

"It means the longer and more entertaining the fight is for Fear, all the durability in his skin fades in order to compensate for the increase speed and strength. So, all we need is someone to keep up with his speed and strike him a couple of times to disable him preventing him from being able to fight."

Rainbow Dash hearing this noticed this almost went hand in hand with what Panic had told her and Rarity before they were kicked out of his room. She wondered that if the armor Fear was wearing is supporting him not as a defensive measure, but as something else. Well whatever it is, she won't do what Panic suggests, it wouldn't be fair to his brother and honestly she really wanted to fight Fear on equal footing. Sure he may be incredibly strong, but she has speed on her side and thanks to Kiki she now has a way to beat him or at least when she gets to confront him.

"So whoever ends up fighting Fear will have to get him worked up and once he reached a level of adrenaline, take out his limbs to end the fight." Redheart summed up.

"Exactly, we just need to tell the boys as well when we meet up again."

Among the conversation Rainbow Dash noticed that Fluttershy has not returned yet. This worried her, she should have came back by now considering how long they were exploring Panic's section of the mansion. She mentally cursed herself, but knew there isn't anything she could do at the moment. With a small sigh she walked to her bed and lie into it tuning out the conversation as her own mind wandered.

/

Location: ?

Time: 4:35 P.M

There is a courtyard near the dark forest of terror that is home to many questionable creatures created by equally disturbed minds of the mentally troubled and ill. This courtyard was placed by Paranoia, so he can study the feral nightmares that lurk in the shrouded forest. During his studies he stumbled onto a murder of crows possibly created by someone's fear of the birds. However, despite being nightmares the birds found themselves out of place in the forest and quickly found themselves hunted by other monsters of the dark. Paranoia sensing their plight allowed them to nest in the courtyard of the mansion saying 'Umbra does require interaction other than my own. I will allow you to stay as long as you become part of our family.' The crows agreed to this and ever since they lived in the courtyard officially becoming his children and befriending the strange crow being Umbra.

Fluttershy while Paranoia was away was playing with the crows quickly befriending them. Paranoia has shown her much of his section of the mansion and explained to her that he is a master of the medical arts and his knowledge help lead to the cure of many diseases. He has shown her his office which is where he keeps all his data and make house calls, his operating room which to her slight discomfort he explained with restrained glee where the magic happens, and his bedroom which to her surprise looked similar to a home of a samurai due to the screens walls and Japanese decorations. During this tour Fluttershy noticed that there are still many rooms they haven't explored together. She voiced this to him, but he quickly dismissed that those rooms are much more private to him and its best that she doesn't see what's in those rooms. Listening to his voice she can tell he was being sincere despite the suspicion of it all. When they reached the courtyard Paranoia got an emergency call and told her that he has worked that needs to be done. He reluctantly left her in the courtyard explaining that while he is gone she is free to explore his section of the mansion at her leisure until his return thus resulting in her current situation, but even then he still hasn't returned.

As much as she enjoyed spending time with his 'children' she really must return to her friends, they must be worried about her. The crows noticed her worried look and all cawed at her telling her to go back inside and find Paranoia.

*Caw, Caw,Caw*

"Well…if you insist" Fluttershy said with reluctance as she stood up from the grass. "It was nice meeting you all, we should do this again with Umbra next time!"

*Caw, Caw!* the crows cried with excitement.

Fluttershy giggled from their enthusiasm, "*Giggles* good bye!" She walked back into the mansion and entered Paranoia's bedroom through the screen door. She still surprised how a doctor of his caliber has a simple set up to his bedroom with nothing fancy or extraordinary. Fluttershy took the time to explore his bedroom and take in details she missed before, such as the notebook that has Paranoia's personal inputs on diseases he discovered and the lengthy process it took to cure them. She was amazed how dedicated he is to his work, but it would seem that his biggest focus is genetic manipulation.

_Genetic Manipulation_

_Truly a breakthrough courtesy of yours truly it was previously thought that manipulating a fully developed creatures genes would be impossible, but finally I managed to perfect the process. It took many tries with many subjects including myself. So far I am able to eliminate genetic faults that will cause diseases or other debilitating and fatal conditions. With this new empty space in the code I can replace it with a normal or better gene. Another change I'm now capable of is changing one species of creature into another. This discovery intrigued me so I decided to take genetic samples of every living being in our world, however, I also discovered that small doses can cause the affected subject to become a crossbreed of both species albeit temporary. The larger the dose the longer the genetic change will last. But, if a full dose of twenty liters is injected into a subject, the new DNA will completely rewrite the subject's genetic code and permanently change their species. I doubt any subject will want this to befall them, so in the case of a permanent DNA change I made sure to keep a sample of the subject's original genetic code in order to change them back._

Fluttershy's eyes stared at the note before looking to her hand. She knew that this is the experiment that changed herself and her friends into the cross human-pony hybrids they are right now. Honestly, she was a bit scared that Paranoia experimented on others and himself to get these results, but is glad that he is doing this to help people. But, she wondered why he explored the area of changing people from one species' to another. Not wanting to pry further into Paranoia's notes she closed the notebook and place it back where she found it. Continuing her wandering in the bedroom she quickly found herself drawn to a small black photo frame on a nearby desk. Upon closer inspection it was revealed to be a photo of Paranoia surrounded by his 'children' but instead of getting a heartwarming feeling from such a photo she slightly shivered from Paranoia himself whom was still wearing his black bird mask. Paranoia, despite the fact he captured her in a traumatizing manner; he was quick to apologize about his actions during their time together. Paranoia also proved to be a kind individual and quite caring, but most of his kindness is shadowed by his appearance which is the main reason why the photo is giving her an unsettling vibe. Despite doing his best to be a nice host his blood red duster coat, fedora, and slacks in combination with his mask gave him a rather subtle yet terrifying visage.

But, that's not the reason she was drawn to the photo. Her eyes drifted to a specific crow, one that is larger than the others. The crow, despite its size looked like any normal crow except for its eyes; they are a vibrant shade of blue that looked almost fiery. "Umbra…" she said absentmindedly. Shortly after saying the name she felt something well up in her heart; a deep sorrow and a great longing. Slight confusion filled her mind as these feelings came, but at the same time it almost felt natural like if she hidden these emotions for a long time, however, it also seemed out of place. Walking away from the photo with a whirl of emotions the shy Pegasus immediately felt her mind go on auto pilot as she walked towards a nearby closet. She didn't know why she was heading towards his closet, but she felt like she needed to, as if there is something important inside. Once Fluttershy reached the closet she instinctively opened it and reached inside passing all sorts of outfits before feeling what seems to be a circular button. Pressing it without any hesitation the closet started shaking as Fluttershy returned her arm and closed the closet door just in time for it to move to the side revealing a set of stairs that led downward. Seeing that she came this far already she started walking down the steps into the unknown.

/

Location: Secret Room

Time: 4:58 P.M

Slowly making her way to the bottom of the steps she was greeted with a small open room with a shrine straight ahead of her. The room was mostly empty save for the shrine and a few training dummies here and there. "What is this place?" Fluttershy said with confusion as she took a few more steps into the room. She felt herself regain control of her own body as she came to her senses. "Oh my, I shouldn't be here! This is an invasion of privacy!" Getting cold feet she turned to face the stairs; ready to climb them.

"_Don't go…"_ whispered a voice. Fluttershy nearly felt herself jump out of her skin as she heard the voice.

"W-Who's there?" she asked, fear clearly lacing her voice.

"_There…is something…I want to see…"_

"What d-do you want to see?"

"_The past…"_ was all the voice said as Fluttershy nervously looked over from where she was standing to the shrine. Despite her inner instincts to turn and run she felt a need to investigate the shrine, so much to her inner regret she turn away from the stairs and started to walk towards the shrine each step becoming harder to take, for the instinct to turn back and run grew stronger with each step. Eventually, she finally made it to the shrine and instantly she found herself drawn to what made up the shrine. The first thing that caught her eye is the photograph of a woman of eastern descent. She appears to have fair and healthy skin during the time the photo was taken, and her black hair was styled in a short bob cut, but what stood out to her the most are her eyes; they are the same vibrant blue eyes she saw on the crow in the other photo. Fluttershy took a small step back upon seeing this, but immediately wrote it off as a coincidence, "Strange, she has the same eyes as Umbra, but that has to be a coincidence. Paranoia told me that Umbra is male and besides he's a crow not a human. But, still…it's strange." She found herself staring at the photo again, but this time she felt again a feeling of deep sorrow along with the feeling of regret much to her continuous confusion, "These feelings…why am I experiencing them?" she questioned.

"_The past…"_ the voiced whispered again much to Fluttershy's shock as she jumped from where she was standing. _"The emotions of the past are strong to those connected to them…"_

"Connected to them? W-Wait how am I connected to these photos?" she questioned, for what the voice is saying is making no sense to her.

"_Your confusion is natural, for you were born in another world. However, this experience is destined to happen once you met him and his brothers."_

"So, what I'm feeling I would have never experienced it if I hadn't met Paranoia and his brothers?"

"_Yes…but you met them and now the past calls out to you."_

"Okay…but who are you?"

"_A piece of the past…"_

The room grew silent as Fluttershy is left to her own thoughts, "A piece of the past? What does that mean?" With many thoughts running through her head she decided to finally leave the shrine and the room, but before she did she took one last look at the shrine and noticed three swords on a small rack at the bottom of the shrine. The swords are sheathed each in a different color sheath, one blue, one red, and one black. She felt a swell of pride and happiness when she saw the blue sword and turned to leave only to yelp in surprise when she saw the shadowy figure of Paranoia waiting for her at the stairs.

"Well milady…I didn't expect you to be the kind of pony to snoop around other people's things." He said with his usual monotone voice. Fluttershy immediately felt uneasy as she felt the air around her grow cold. "S-Sorry! I didn't mean too! I just…" suddenly she felt a finger on her mouth signifying to her to be quiet. Her eyes traveled from the gloved hand to the deep red lens of Paranoia's mask. "Don't worry about it milady, to be honest I'm more surprised that you even found this room in the first place. Sure it wasn't the best hidden secret, but still the fact you're here still baffles me. So, I have to ask, how did you find this room?"

Fluttershy still felt uneasy having Paranoia staring her down, but she answered the best she can, "I-I'm not sure, to be honest I was looking at your photo of you and your children, suddenly I was drawn to your closet and I reached in to press a button. But, I'm not sure why."

"Interesting…anything else?"

"I g-guess my curiosity overtook me because I ended up descending down the stairs. When I reached the bottom I found this room and this shrine." She then pointed back to shrine before returning to face Paranoia, "Just who's that in the photo?"

Paranoia visibly shook when she mentioned the photo, he turned away from her and seemed to be pondering whether to tell her or not. After a few seconds he faced Fluttershy, "That's…personal"

Fluttershy can sense he felt uneasy about the subject she decided to drop the question, "Oh, are you not comfortable talking about it? I understand, we can leave now if you want."

"Yes…we should. Your friends must be worried about you by now." Creating a portal of shadow he beckoned Fluttershy to follow him and she did so without hesitation. Taking his hand they step through the portal together. In a quick flash they were immediately back at the door to the girl's guest room.

"This is your stop, milady. Honestly, I found our interactions…enjoyable."

"It wasn't so bad, I actually loved meeting your 'children' and you're surprisingly…nice"

"Don't let the way I look fool you, I'm truly dedicated to my work and my family. Sure, I done some questionable things, but I can assure you I'm not always like this."

"I believe you"

"Thank you, that means a lot to me."

Fluttershy felt the coldness around her body fade as it was replaced by a gentle breeze, "Your welcome" she said happily as she let go of his hand and turn to knock on the door.

"Hold on" Paranoia suddenly said stopping Fluttershy in her tracks.

"Yes?"

"I almost forgot. On my way back Dully told me she found a packaged assigned to you along with a letter. I thought I should give it to you."

"Goodness, who would send me a package here?"

"I don't know, but whoever it is they have to be from here that I know for sure." Paranoia then created a small portal and pulled out a small brown cardboard box with a letter attached to it. "Here you go, sleep well tonight milady" He handed the box over to Fluttershy who took with thanks and confusion. Paranoia tipped his hat he passed through the portal they came from and along with him the portal disappeared.

Fluttershy gave a faint smile as she returned to knock on the door while carrying the package around her left arm. With a few knocks she heard someone quickly rushing to the door and much to her surprise the same person nearly ripped the door off its hinges just to see her; it was her friend Rainbow Dash whom upon seeing her gave a relieved smiled before pulling her into the room with the rest of their friends. Where they spend most of the afternoon telling each other what happen thus far.

Fluttershy grew worried when Rainbow Dash and Rarity explained what happened to Applejack, but then remembered that was around the same time Paranoia left her on business. She explained this much to the shock of her friends and also went along to say how the unsettling nightmare was quite friendly with her and a gracious host. He even shown her his 'children' which she quickly explained they are a family of crows that Paranoia takes care of in order not to shock and confuse her friends. They responded with their own experience when they met Panic's children Tricky and Emily who are surprisingly nice, but loyal to their father to a fault. Fluttershy asked about Panic's parenting to which her friends responded by saying that he is a surprisingly good father figure not forcing them to do something they felt was wrong. Hearing this Fluttershy began wonder if there is more to these brothers than meets the eye. Heck Paranoia even apologized for foalnapping her although he used a different variant of the word. But one thought still bothers her; why go through all the trouble?

/

Location: Guest Room (Boys Side)

Time: 5:07 P.M

To say they were bored was an understatement. The guys lay around their beds with bored expressions plastered on their faces. Much to Shining's anger and despair there was literally nothing they can at this moment. They checked everywhere in their room for a possible way out, but came up with nothing. Shining punched a nearby pillow in a frustration; he hated feeling useless especially if his sister is at stake.

"Feeling tense pal?" Lucain commented.

"Just wishing that there's something that we can do instead of sitting around doing nothing."

"Tch, you too?"

"Apparently"

"What's your stake?"

"What?"

"Your stake, as in what's your reason for being here? Last time I checked the Nightmare Realm don't usually get visitors much less ones from another world all together."

Hopper perked up from his bed and living up to his name hopped between the two main male fighters of their group, "Actually, I think I can answer that" He said while composing himself. "During my last scouting mission a.k.a the reason we're here I spotted a purple winged unicorn being carried away."

"Alicorn she's an alicorn." Shining corrected.

"Right, anyway if I have to guess she must be someone of great importance to you and everyone else that came with you. Last I checked, her name is Twilight Sparkle right?"

"You're correct and she's my younger sister."

"Really? Could have fooled me."

"So that's it…" Lucain said gaining both of their attention. "An older brother looking to save his sister from her captors, but as recent events have shown us she seems to be following Lord Nightmare's lead"

Shining slammed his hand on a nearby table surprising Hopper, Spike and , but only gaining a raised brow from Lucain, "Don't say anymore. I refused to believe that my sister is willingly working with these nightmares!"

"I know it's hard to believe, but there is no use in denying it. However, this begs the question, why? Why would your sister be willing to help the Lord of Nightmare's himself."

"I! I…I don't know…she must have her reasons…"

"Exactly, your sister must have some sort of reason for helping him. My best guess is…and this is just a theory based of your personality, she must be helping him with a personal problem of his or something and it's something she can't ignore."

Hopper and Shining stared at Lucain with surprise at his observation, "That is a decent theory Lucain I'm impressed." Hopper complimented.

"Hey when you're stuck on guard duties as long as I have you start to pick up on these kinds of things."

"And it holds water." Shining added. "You're right Twilight wouldn't ignore anypony that needs help with personal problems especially if it friendship problem. It's the reason why she became a princess in the first place."

"I doubt the problem is friendship related, but yeah that's what I believe."

"Still…I'm worried for her. I already know she can take care of herself, but as her older brother I have to help her if she needs me."

"Shining, I understand how you feel. I mean Hopper and Kiki are the closest thing I have to a family."

Hopper gasped in surprise, "Wait you really mean that?"

"Yes and to me. You're the socially awkward little brother."

"Hey! I'm not that bad at talking to people!"

Lucain snickered a bit, "Oh yeah? Then why haven't you got a date yet?"

"Not cool man! That's a low blow!"

Shining couldn't help but give off a small laugh at the small squabble going between the two. Reminded him of the few immature fights he had with Twilight when they were younger.

"You should have known me well enough by now Hopper. Besides, I can help with that if you asked."

"Right…anyway if I'm the awkward younger brother what does that make Kiki?"

Lucain was about to answer, but quickly found himself unable to form a response. Seeing that he was struggling it was now Hopper's turn to crack a smile, "Oh my gods, you like her don't you!"

"I err…uh"

"Oh man, if you only knew man. If only you knew."

"Knew what? Knew what!"

"I'll never tell."

"Dammit Hopper! You're going to spill it or I'm going to make you!"

"You have to catch me first!" Quickly hopping away Hopper quickly ran into the bathroom and locked the door before Lucain can reach and open it. Getting even more frustrated he started banging on the door yelling at Hopper telling him that he can't hide in there forever. Seeing the antics unfold made Shining laugh a bit before looking away.

"Heh, I remember those days…"

With his only distraction finally gone Shining again found himself with nothing to do.

"Uh…oh no…" Hearing Spike's voice immediately drew his attention to the baby dragon that is currently holding his stomach in pain with Grey watching over him with concern.

"A stomachache? How? All I seen you eat is gems and much to my general knowledge is a bad idea, but so far it worked out for you. So what's causing this?" Grey exclaimed

"It's not erub…a stomachache…*eurp* something big is coming!" Spike's belly began to swell in size further alarming Grey to the situation, but Shining was not. Twilight told him that this would happen if she was getting a message from Princess Celestia.

*BURP*

In one small moment a great burst of flame roared out of Spikes mouth surprising Grey causing him to jump back to avoid being burnt the green flames. The surprises keep coming as a large rectangular box appeared out of the flames and landed in the middle of the room with a thud. "The hell?!" He shouted, "How does that make sense?!"

Shining only gave a small chuckle as he got off his bed and walked towards the box which already gained the attention of Lucain and Hopper both wondering how the box got here.

"Are you okay Spike?" Shining asked.

A bit exhausted from the ordeal Spike gave him a thumbs up before responding, "Just what did the princess send anyway?"

"Beats me" Shining said as he tried to remove the tape from the box with Grey still babbling in the background. Struggling with the tape he turned to Spike in embarrassment, "Uh…mind handing me a claw?"

Giving a weak smile he got up from the floor and using one of his nails he cut the tape fast and easy allowing Shining to open the box. The first thing he saw inside the box is an envelope and upon opening it there was a letter inside. Knowing it is letter from Princess Celestia herself and considering the enormous package she sent along with it this must be serious.

_To my dear sister and the others,_

_ I know it wasn't very long ago that you and the others made the trip to the unknown realm that our nightmare foalnappers reside. Naturally, Cadence and I grow worried as time pass by. Applebloom though limited gave us great amounts of information about the Nightmare Brothers. She mentions how kind they are to her much to our general surprise and even got to meet Lord Nightmare himself. If you're wondering how he treated her she claims that he treated her like a V.I.P; tending to her needs. Anyway she said the door that leads to his room is a very complicated and requires access from the man himself in order to enter the library portion of his room then after that transverse the spiral staircase up to his actual bedroom. According to her observations the bedroom has a large collection of masks as well as a balcony with a telescope outside. She remains unsure why he has such objects in his room, but my best guess is that he may have a fascination with stargazing and masks. Another thing she noted is the drink he drank being inky black in color and actually flowing out of his glass and under the brims of his mask. He explained to her that it is blended nightmares much to my horror. Honestly, I don't know the reason why he drinks such a vile liquid, but from Applebloom told me it was apparently necessary for his survival. Not much else has happened after that according to her and she was told constantly not to leave her room. During her stay she got to meet each nightmare brother and according her from nicest to scariest is Paranoia, Panic, and Fear respectively. Paranoia usually unsettled her, but helped her with her needs. Panic provided her with entertainment with his puppets and gave her a tour of his carnival. As for Fear, she never really talked to him because he would refuse communication if she tried to talk to him, not to mention that he is intimidating as well. However, she did see him on occasions gorging on meals like he hasn't eaten in months. Eventually that's when Spike showed up and gave her company, but they didn't really do much else but introduce Spike to the brothers except for Lord Nightmare. Eventually Paranoia showed up to their room one day and everything went black and the next thing she knew they woke up in the hospital thanks to us. As small as this information may be we figured it might have some sort of use._

Taking a break from reading the letter Shining took a peek inside the box and was surprised by the numerous supplies of nightmare bane, paper, and pencils.

_As you already noticed we delivered a large box with this message. We had a feeling you may have lost if not already used up the entire nightmare bane during your journey. So at Cadence's request we sent more along with some paper and pencils in order to keep in touch with us. Oh and Shining? There is a crystal sword and shield at the bottom of the box. Cadence had a feeling you might lose your sword at one point or another, so she decided to sent it over as a form of reassurance to both you and herself. Stay safe and please be careful I'm not sure what these nightmares are fully capable of, so if you have to fight them be prepared for anything._

_ Sincerely, Princess Celestia_

Shining narrowed his eyes as he found the spare sword and shield at the bottom of the box. _"Thanks honey, for thinking ahead. But I wished you didn't think I lose these things on a daily basis…"_ Pulling both items out; he gave it a few test swings before sheathing the blade.

"Nice sword pal." Lucain said. "How did you manage to get that and the rest of the stuff in here?"

"We have some ponies on the outside. Using magic they are able to use Spike's breath as a way to deliver messages. I'm not one hundred percent sure how it works, but it proved to be useful for my sister."

"Huh, well that's certainly something. So…do you have any other weapons in that box?"

"Sorry, these two are the only ones my wife sent."

"Drat…so what else is in the box?"

Spike who began rummaging through the box pulled out a couple bunches of nightmare bane, "Well they're not weapons, but I think we can make some use out of this"

Lucain eyes widened when he saw the plants "Nightmare Bane?! Where did you get this many? This plant is hard to find in our world."

"Really? Well by looking at the contents of this box I think we got more than enough" Spike said as he brought out more.

Hopper took one of the plants and closely examined it, "Hmm…this isn't high grade." He stated, "This won't help us against The Nightmare Brothers much less ward them off."

"Well I'll have to disagree with you on that one. My friend Rainbow Dash stuffed a bundle of the stuff into Panic's mouth and I lit it. The last time we saw him he was gasping for air and trying to swipe at us."

"Really?"

"I can confirm it. Apparently he isn't a fan of the smoke." Shining added.

"Burning it huh, yeah that would do it. The smoke of a burning nightmare bane has twice the normal effect it usually has. And considering you just stuffed it into his mouth that would do it. Normally you need a high grade of nightmare bane just to ward of nightmares like Panic, but those are extremely rare." Hopper explained, "Heck even the council is afraid to give travelers the few they actually have in fear they might lose them."

"Sheesh, stingy much?"

"I don't blame them. Unless it's an emergency we can't waste such a valuable item on dream fairies who just want to travel into the nightmare realm. We may have a truce…which maybe void at this moment since we had been caught, but relations have been shaky ever since the war."

"War?" Shining asked.

"The Nightmare Civil War. I was a terrible war that was fought for leadership and control of the nightmare realm. Eventually one of the factions of the war lead by The Boogey Man came to us for help, but the council didn't want to become a part of the war, so they simply said no and pushed him away. We didn't know it at the time, but one of our own along with the dreamer who created him decided to ignore the council's order and brought a small army to aid The Boogey Man's efforts. Ultimately, his forces came out on top and he became the new Lord Nightmare. However, the dream fairy that aided him was convicted of murder."

"Murder?"

"Yeah…and not just any murder" Hopper took a brief pause to compose himself, "The murder of his own creator."

Spike, and Shining eyes widen as their jaws dropped. One question they both shared is why would a dream fairy murder his creator? It made no sense at all.

Lucain gave a deep sigh as he recalled the memories, "It's sad really those two shared the closest bond I've seen any fairy and dreamer has ever had."

"And that's one of the main reasons why relationships are strained between us and nightmares. Many dreamfolk believe that the nightmares are responsible for the murder by controlling the dream fairy and forcing his body to kill."

Shining walked away from the conversation and sat on a nearby bed absorbing this new information, "So what happened to the fairy?"

"We don't know. The last we saw of him was he was being lead to the council for judgment after that we never saw him again."

"The murder of one's creator is a serious crime and is often punishable by banishment, to where is anyone guess." Lucain added seriously.

Shining looked up from his seat, "You guys don't mess around. I almost feel bad for him."

"You shouldn't be"

"Huh why?"

"This crime has long since passed and the perpetrator is probably dead by now since this happened ten years ago, and dream fairies without their creator don't live for very long. Honestly, in my opinion they should've just killed him on the spot."

"Lucain, you don't mean that! He was our friend!"

"WAS, as in he's not to me anymore" Bitter memories flooded Lucain mind as he decided to leave the conversation before he ends up doing something he will regret.

"*Sigh* why you have to be like this?"

Shining looked at Hopper curiously, "You knew the murderer?"

"He wasn't a murderer…at least I don't think he is. He loved his creator very deeply and I know he wouldn't have hurt her unless there was a good reason. Uh…not if there was a good reason to hurt her, but I'm pretty sure if there was one that was it."

*Knock* *Knock*

"Dinner time! Can I please come in?"

"AH! It's the spider!" Hopper shrieked as he quickly hid underneath his bed. Shining on the other hand had another reason to panic. All the stuff from the box is still in plain sight and they had to hide it fast. Thinking fast he compressed the box flat and hid it in the only spot he can think of; under his bed. After doing that he ran to the door and opened it letting the spider nightmare inside the room.

"Why thank you sir, dinner is served for all of you and with great care as well." The spider said while bringing in the meals. "I wasn't interrupting anything am I?"

Shining could only sigh, he had no idea…

…

A few hours has past and the spider said that the time to go to sleep is near and suggests that they should get as much sleep as possible for the fight ahead was going to push their limits. Shining and the others agreed and after finishing their meals got ready for bed. Once everyone was settled into bed and said their goodnights they went to sleep save for Shining who used his magic to drag out two pieces of paper and a pencil. He began writing two letters one for home and another he hoped that it will reach its intended recipient. After finishing his letters he placed the pencil on a nearby table. While he was doing so he heard some footsteps heading towards the bathroom. Despite the fact he thought he was the only one staying awake his suspicions disappeared when the footsteps entered the bathroom and the door closed.

"Huh, looks like someone forgot to go." He commented quietly. With his letters done he slowly got out of bed and quietly made his way to Spike's bed, "Psst…Spike are you still awake?" he asked. However, all he got in response was some mild grumbling. "C'mon wake up I need a quick favor." He said this time slightly shaking the sleeping dragon. This worked and Spike slowly opened his eye and once he saw who woke him up he was less than pleased.

"Shining what do you want? I'm trying to get some sleep!" he complained.

"I need you send both these letters for me."

"Who are they for?"

"One is for back home and the other hopefully will reach Twilight."

Spike quickly nodded and with a quick shot of his fire breath the two letters were engulfed in fire and transformed into flying sparks of fire that went their own direction, "I don't know if the second letter will reach Twilight, but if it does then we will have a way to talk to Twilight. Good thinking Shining." Spike said.

"Right now it's just wishful thinking, but I hope it works."

"You and me both. Now *Yawn* can you leave me alone? I want to sleep."

"Sure buddy" Giving Spike a small Shining returned to bed, but did not instantly go to sleep. Instead he found himself thinking back on what he learned so far from Hopper and Lucain. There was something familiar about the murderer that Hopper described and having a close bond with his creator. He felt that he saw something that matched that description earlier on their journey here, but can't place his hoof…finger on it. Having no choice, but to sleep on it he drifted off to a deep slumber hoping that his message came through.

/


End file.
